UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-15752 .

CENTURY BANCORP, INC.

(781) 391-4000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X]   Yes    [   ]   No

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). [X]   Yes    [   ]   No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of June 30, 2004:

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Century Bancorp, Inc.

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PART I - Item 1

Century Bancorp, Inc. — Consolidated Balance Sheets (unaudited)

See accompanying Notes to unaudited Consolidated Financial Statements.

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Century Bancorp, Inc. — Consolidated Statements of Income (unaudited)

See accompanying Notes to unaudited Consolidated Financial Statements.

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Century Bancorp, Inc. — Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

See accompanying Notes to unaudited Consolidated Financial Statements.

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Century Bancorp, Inc. — Consolidated Statements of Cash Flows (unaudited)

See accompanying Notes to unaudited Consolidated Financial Statements.

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Century Bancorp, Inc.

Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of Century Bancorp, Inc. (the “Company”) and its wholly-owned subsidiary, Century Bank and Trust Company (the “Bank”). The consolidated financial statements also include the accounts of the Bank’s wholly-owned subsidiaries, Century Subsidiary Investments, Inc. (CSII), Century Subsidiary Investments, Inc. II (CSII II), Century Subsidiary Investments, Inc. III (CSII III) and Century Financial Services, Inc. (CSFI). CSII, CSII II, CSII III are engaged in buying, selling and holding investment securities. CSFI has the power to engage in financial agency, securities brokerage and investment and financial advisory services and related securities credit. The Company provides a full range of banking services to individual, business and municipal customers in Massachusetts. As a bank holding company, the Company is subject to the regulation and supervision of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). The Bank, a state chartered financial institution, is subject to supervision and regulation by applicable state and federal banking agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation (the “FDIC”) and the Commonwealth of Massachusetts Commissioner of Banks. The Bank is also subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on types and amounts of loans that may be made and the interest that may be charged thereon, and limitations on types of investments that may be made and the types of services that may be offered. Various consumer laws and regulations also affect the operations of the Bank. In addition to the impact of regulation, commercial banks are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy. All aspects of the Company’s business are highly competitive. The Company faces aggressive competition from other lending institutions and from numerous other providers of financial services. The Company has one reportable operating segment for financial reporting purposes.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present a fair statement of the results for the interim period presented of the Company and its wholly-owned subsidiary, the Bank. The results of operations for the interim period ended June 30, 2004, are not necessarily indicative of results for the entire year. All significant intercompany accounts and transactions have been eliminated in consolidation. These statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and to general practices within the banking industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates.

A material estimate that is susceptible to change in the near-term is to the allowance for losses on loans. Management believes that the allowance for losses on loans is adequate based on independent appraisals of collateral and management’s review of other factors associated with the assets. While management uses available information to recognize losses on loans, future additions to the allowance for loans may be

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necessary based on changes in economic conditions. In addition, regulatory agencies periodically review the Company’s allowance for losses on loans. Such agencies may require the Company to recognize additions to the allowance for loans based on their judgments about information available to them at the time of their examination.

Summary of Critical Accounting Policies

Accounting policies involving significant judgments and assumptions by management, which had, or could have in the future, a material impact on the carrying value of certain assets and impact income, are considered critical accounting policies. The Company considers the following to be its critical accounting policies: allowance for loan losses, impairment of investment securities and deferred income taxes. There have been no significant changes since December 31, 2003 in the methods or assumptions used in the accounting policies that require material estimates and assumptions.

     Allowance for Loan Losses

Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. Management maintains an allowance for credit losses to absorb losses inherent in the loan portfolio. The allowance is based on assessments of the probable estimated losses inherent in the loan portfolio. Management’s methodology for assessing the appropriateness of the allowance consists of several key elements, which include the formula allowance, specific allowances for identified problem loans and the unallocated allowance.

The formula allowance is calculated by applying loss factors to outstanding loans, in each case based on the internal risk grade of such loans. Changes in risk grades affect the amount of the formula allowance. Risk grades are determined by reviewing current collateral value, financial information, cash flow, payment history and other relevant facts surrounding the particular credit. Provisions for losses on the remaining commercial and commercial real estate loans are based on pools of similar loans using a combination of historical loss experience and qualitative adjustments. For the residential real estate and consumer loan portfolios, the reserves are calculated by applying historical charge-off and recovery experience and qualitative adjustments to the current outstanding balance in each loan category. Loss factors are based on the Company’s historical loss experience as well as regulatory guidelines.

Specific allowances are established in cases where management has identified significant conditions related to a credit and management believes that there is the probability that a loss has been incurred in excess of the amount determined by the application of the formula allowance.

The unallocated allowance recognizes the model and estimated risk associated with the formula allowance and specific allowances as well as management’s evaluation of various conditions, including the business and economic conditions, delinquency trends, charge-off experience and other asset quality factors, the effects of which are not directly measured in the determination of the formula and specific allowances. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits.

Management believes that the allowance for loan losses is adequate. In addition, various regulatory agencies, as part of the examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

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     Deferred Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. Under this method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

     Impaired Investment Securities

If a material decline in fair value below the amortized cost basis of an investment security is judged to be “other than temporary,” generally six months or longer, the cost basis of the investment is written down to fair value. The amount of the write-down is included as a charge to earnings. An “other than temporary” impairment exists for debt securities if it is probable that the Company will be unable to collect all amounts due according to contractual terms of the security. Some factors considered for “other than temporary” impairment related to a debt security include an analysis of yield which results in a decrease in expected cash flows, whether an unrealized loss is issuer specific, whether the issuer has defaulted on scheduled interest and principal payments, whether the issuer’s current financial condition hinders its ability to make future scheduled interest and principal payments on a timely basis or whether there was downgrade in ratings by rating agencies.

     Stock Option Accounting

The Company currently accounts for employee stock options using the intrinsic value method. Under the intrinsic value method, no compensation cost is recognized related to options if the exercise price of the option is greater than or equal to the fair market value of the underlying stock on the date of grant. Under an alternative method, the fair value method, the “fair value” of the option at the grant date is estimated using an option valuation model and recognized as compensation expense over the vesting period of the option. The Company generally awards stock options annually with a grant date in January.

Had compensation cost for the Company’s stock option plans been determined based on the fair value at the grant date, the Company’s net income and earnings per share would have been reduced to the pro forma amounts indicated below:

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In determining the pro forma amounts, the fair value of each option grant was estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

     Employee Benefits

The Company has a qualified Defined Benefit Pension Plan (the “Plan”) which is            offered to all employees reaching minimum age and service requirements. The Company also has a Supplemental Insurance/Retirement Plan (the “Supplemental Plan”), which is limited to certain officers and employees of the Company.

Components of Net Periodic Benefit Cost for the Six Month Period Ending June 30,

Contributions

The Company previously disclosed in its financial statements for the year ended December 31,2003, that it expected to contribute $1,590,000 to its pension plan in 2004. As of June 30, 2004, $750,000 of contributions has been made.

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

Except for the historical information contained herein, this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, without limitation, (i) the fact that the Company’s success is dependent to a significant extent upon general economic conditions in New England, (ii) the fact that the Company’s earnings depend to a great extent upon the level of net

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Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

interest income (the difference between interest income earned on loans and investments and the interest expense paid on deposits and other borrowings) generated by the Bank and thus the Bank’s results of operations may be adversely affected by increases or decreases in interest rates, (iii) the fact that the banking business is highly competitive and the profitability of the Company depends upon the Bank’s ability to attract loans and deposits within its market area, where the Bank competes with a variety of traditional banking and other institutions such as credit unions and finance companies, and (iv) the fact that a significant portion of the Company’s loan portfolio comprised of commercial loans, exposing the Company to the risks inherent in loans based upon analyses of credit risk, the value of underlying collateral, including real estate, and other more intangible factors, which are considered in making commercial loans. Accordingly, the Company’s profitability may be negatively impacted by errors in risk analyses, by loan defaults, and the ability of certain borrowers to repay such loans may be adversely affected by any downturn in general economic conditions. These factors, as well as general economic and market conditions, may materially and adversely affect the market price of shares of the Company’s common stock. Because of these and other factors, past financial performance should not be considered an indicator of future performance. The forward-looking statements contained herein represent the Company’s judgment as of the date of this Form 10-Q, and the Company cautions readers not to place undue reliance on such statements.

Executive Overview

Century Bancorp, Inc. (together with its bank subsidiary, unless the context otherwise requires, the “Company”), is a holding company headquartered in Medford, Massachusetts. The Company is a Massachusetts corporation formed in 1972 and has one banking subsidiary, Century Bank and Trust Company, A Massachusetts state chartered trust company formed in 1969 (the “Bank”). The Company had total assets of approximately $1.6 billion on June 30, 2004. The Company presently operates 21 banking offices in 16 cities and towns in Massachusetts ranging from Braintree, south of Boston, to Peabody, north of Boston. The Bank’s customers consist primarily of small and medium-sized businesses and retail customers in these communities and surrounding areas, as well as local governments throughout Massachusetts.

The Company offers a wide range of services to commercial enterprises, state and local governments and agencies, and individuals. It emphasizes service to small and medium-sized businesses and retail customers in its market area. The Company makes commercial loans, real estate and construction loans, consumer loans, and accepts savings, time, and demand deposits. In addition, the Company offers to its corporate customers automated lock box collection services, cash management services and account reconciliation services, and actively promotes the marketing of these services to the municipal market. Also, the Company provides full service securities brokerage services through its subsidiary, Century Financial Services, Inc. in conjunction with Commonwealth Equity Services, Inc., a full service securities brokerage business.

The Company is also a provider of financial services including cash management, transaction processing, short term financing and intermediate term leasing to municipalities in Massachusetts. The Company has deposit relationships with approximately 30% of the 351 cities and towns in Massachusetts.

During February 2003 the Company began construction of an addition to its corporate headquarters building. The property is located adjacent to its current headquarters in Medford, Massachusetts and will provide additional corporate office space and an expanded branch banking floor. The building is scheduled to be substantially completed during 2004 and the current cost estimate including land costs is

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Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

$13.5 million. As of June 30, 2004, $11.1 million has been expended. The capital expenditure will provide a five story addition containing approximately 50 thousand square feet of office and branch space. Occupancy costs are expected to increase by approximately $250 thousand per quarter when the addition is fully occupied.

Earnings for the second quarter ended June 30, 2004 were $2.4 million, a decrease of $2.7 million when compared with the second quarter 2003 earnings of $5.5 million. Diluted earnings per share for the second quarter 2004 were $0.43 versus $0.92 for the second quarter of 2003. Included in income for 2003 is the previously announced after-tax benefit of $2.0 million associated with the Real Estate Investment Trust (“REIT”) settlement. This benefit combined with the first quarter 2003 tax charge of $3.2 million totaled to a net tax charge of $1.2 million in 2003. The net tax charge was a result of an agreement with the Massachusetts Department of Revenue (“DOR”) settling a dispute related to taxes that the DOR claimed were owed from the Company’s REIT. For the first six months of 2004, net income totaled $4.7 million, compared to $5.3 million for the same period a year ago. Diluted earnings per share for the first six months of 2004 were $0.85 versus $0.95 for the same period a year ago.

On March 21, 2003, the Company completed the acquisition of Capital Crossing Bank’s branch office at 1220 Boylston Street, Chestnut Hill, Massachusetts, and substantially all of the retail deposits at Capital Crossing’s main office at 101 Summer Street, Boston, Massachusetts. The Company closed the Chestnut Hill branch and transferred all customers of the branch to its nearby branch office at 1184 Boylston Street, Brookline, Massachusetts. In addition, the Company transferred all of the retail deposits from Capital Crossing’s Summer Street branch to its branch at 24 Federal Street, Boston, Massachusetts. The acquisition included $192.7 million in deposits. The acquisition also included a premium paid to Capital Crossing of approximately $3.9 million. This premium was subsequently reduced by a gain of $395 thousand from the sale of the acquired Chestnut Hill branch.

Financial Condition

Loans

On June 30, 2004, total loans outstanding, net of unearned discount, were $547.1 million, an increase of 6.8% from the total on December 31, 2003. At June 30, 2004, commercial real estate loans accounted for 50.7% and residential real estate loans, including home equity credit lines, accounted for 30.3% of total loans. Construction loans decreased slightly to $33.8 million at June 30, 2004 from $34.1 million on December 31, 2003.

The increase in loans was mainly attributable to an increase in commercial and industrial, home equity credit lines and residential real estate loans. Those types of loans increased in part because of a loan campaign that began during the first quarter of 2004.

Allowance for Loan Losses

The allowance for loan losses was 1.59% of total loans on June 30, 2004 compared with 1.71% on December 31, 2003. Net charge-offs for the six-month period ended June 30, 2004 were $68 thousand compared with net recoveries of $80 thousand for the same period in 2003. Provisions for the first and second quarter were suspended. At the current time, management believes that the allowance for loan losses is adequate.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

Nonperforming Loans

Investments

Management continually evaluates its investment alternatives in order to properly manage the overall balance sheet mix. The timing of purchases, sales and reinvestments, if any, will be based on various factors including expectation of movements in market interest rates, deposit flows and loan demand. Notwithstanding these events, it is the intent of management to grow the earning asset base through loan originations, loan purchases or investment acquisitions while funding this growth through a mix of retail deposits, FHLB advances, and retail repurchase agreements.

Securities Available-for-Sale

The securities available-for-sale portfolio totaled $541.3 million at June 30, 2004, a decrease of 23.0% from December 31, 2003. The portfolio decreased mainly because of a movement of matured and called available-for-sale securities to the held-to-maturity portfolio and a contraction in the balance sheet. The portfolio is concentrated in United States Government and Agency securities and has an estimated weighted average maturity of 3.4 years.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

Securities Held-to-Maturity

The securities held-to-maturity portfolio totaled $359.1 million on June 30, 2004, an increase of 81.5% from the total on December 31, 2003. The portfolio increased mainly because of a movement of matured and called available-for-sale securities to the held-to-maturity portfolio. The portfolio is concentrated in United States Government Agency Collateralized Mortgage Obligations and has an expected average life of 3.4 years.

Other Assets

Other Assets increased by $7.1 million or 31.2%. Other Assets increased mainly because of an increase in deferred tax assets associated with the increase in unrealized available-for-sale losses.

Deposits and Borrowed Funds

On June 30, 2004, deposits totaled $1.26 billion, representing a 6.9% decrease in total deposits from December 31, 2003. Total deposits decreased primarily as a result of decreases in time deposits. Time deposits decreased because of a relatively higher rate paid on maturing deposits compared to current offering rates. Borrowed funds totaled $185.4 million compared to $176.4 million at December 31, 2003. Borrowed funds increased primarily from the implementation of leveraged balance sheet transactions.

Results of Operations

Net Interest Income

For the three-month period ended June 30, 2004, net interest income totaled $10.6 million, a decrease of 9.0% from the comparable period in 2003. For the six- month period ended June 30, 2004 net interest income totaled $20.6 million, a decrease of 11.9%. The decrease in net interest income for the six-month period is mainly due to a forty-seven basis point decrease in the net interest margin.

The net yield on average earning assets on a fully taxable equivalent basis decreased to 2.72% in the first six months of 2004 from 3.19% during the same period in 2003. The decrease in the net interest margin was mainly attributable to assets continuing to reprice at historically low levels without a corresponding decrease in rates paid on deposits. The Company believes that the net interest margin will continue to be challenged.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

The following table sets forth the distribution of the Company’s average assets, liabilities and stockholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the six-month periods indicated.

(1) On a fully taxable equivalent basis calculated using a tax rate of 41.825%.

(2) Nonaccrual loans are included in average amounts outstanding.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

Provision for Loan Losses

For the six-month period ended June 30, 2004, the loan loss provision was suspended compared to a provision of $450 thousand for the same period last year. Loan loss provision decreased because of management’s determination of the relative adequacy in the loan loss reserve. The Company’s loan loss allowance as a percentage of total loans outstanding has decreased from 1.71% at December 31, 2003 to 1.59% at June 30, 2004. The loan loss reserve percentage is deemed adequate.

Non-Interest Income and Expense

Other operating income for the quarter ended June 30, 2004 was $2.7 million compared to $2.6 million for the second quarter of 2003. The increase was mainly attributable to a $61 thousand increase in service charges on deposit accounts and a $37 thousand increase in insurance gains. For the six-month period ending June 30, 2004 other operating income totaled $5.5 million compared to $5.0 million for the same period last year. The increase was mainly attributable to life insurance gains of approximately $140 thousand, gains on securities available-for-sale for $121 thousand, an increase of $112 thousand in service charges on deposit accounts and an increase of $90 thousand in brokerage commissions.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation (con’t.)

Lock box income decreased by $136 thousand for the six-month period ended June 30, 2004. This decrease was mainly attributable to a decrease in volume. Service charges on deposit accounts increased mainly because of an increase in deposit activity.

During the quarter ended June 30, 2004, operating expenses increased by $453 thousand or 5.0% to $9.6 million, from the same period last year. The increase in operating expenses was mainly attributable to an increase of $127 thousand in salaries and employee benefits, $102 thousand in equipment expense and $97 thousand in occupancy expense. Salary and employee benefits increased as a result of an increase in staff levels, merit increases and increased retirement and healthcare costs. Equipment expense increased mainly as a result of depreciation associated with the addition of a check image system. Occupancy expense increased mainly because of an increase in expenses associated with new branches that were opened during the third quarter of 2003.

For the six-month period ended June 30, 2004 operating expenses increased by $1.1 million to $18.6 million. Most of the increase was attributable to equipment expense, salaries and employee benefits and occupancy expense. Equipment expense increased primarily as a result of depreciation associated with an addition of a check image system and a depreciation expense reduction in 2003. Salary and employee benefits increased as a result of an increase in staff levels, merit increases and increased retirement and healthcare costs. Occupancy expense increased mainly because of an increase in expenses associated with new branches that were opened during the third quarter of 2003.

Income Taxes

For the second quarter of 2004, the Company’s income tax expense totaled $1.4 million on pretax income of $3.8 million for an effective tax rate of 36.5%. For last year’s corresponding quarter, the Company’s income tax benefit totaled $147 thousand on pretax income of $4.9 million. The income tax rate increased mainly because of the previously announced 2003 after-tax benefit of $2.0 million associated with the Real Estate Investment Trust (“REIT”) settlement. This benefit combined with the first quarter 2003 tax charge of $3.2 million totaled to a net tax charge of $1.2 million in 2003. The net tax charge was a result of an agreement with the Massachusetts Department of Revenue (“DOR”) settling a dispute related to taxes that the DOR claimed were owed from the Company’s REIT. For the six-month period ended June 30, 2004 the Company’s income taxes totaled $2.7 million on pretax income of $7.4 million for an effective tax rate of 36.5%. For last year’s corresponding period, the Company’s income taxes totaled $5.1 million on pretax income of $10.4 million for an effective tax rate of 49%. The tax rate decreased because of the previously announced 2003 tax charge of $1.2 million associated with the REIT settlement. Excluding the REIT charge, the tax rate decreased primarily as a result of a decrease level of income at the Bank relative to the lower tax rate at CSII, CSII II and CSII III.

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Item 3         Quantitative and Qualitative Disclosure about Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. To that end, management actively monitors and manages its interest rate risk exposure. The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial increase or decrease in interest rates may adversely impact the Company’s earnings to the extent that the interest rates tied to specific assets and liabilities do not change at the same speed, to the same extent, or on the same basis. The Company monitors the impact of changes in interest rates on its net interest income using several tools. The Company’s primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on the Company’s net interest income and capital, while structuring the Company’s asset-liability structure to obtain the maximum yield-cost spread on that structure. The Company relies primarily on its management control interest rate risk.

Item 4         Controls and Procedures

The principal executive officer and principal financial officer have evaluated the disclosure controls and procedures as of the end of the period covered by the quarterly report. Based on this evaluation, the Company has concluded that the disclosure controls and procedures effectively ensure that information required to be disclosed in the Company’s filings and submissions with the Securities and Exchange Commission under the Exchange Act, is accumulated and reported to Management (including the principal executive officer and the principal financial officer) and is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. In addition, the Company has reviewed its internal controls and there have been no significant changes in its internal controls or in other factors that could significantly affect those controls subsequent to the date of its last evaluation.

Part II – Other Information

Item 1			Legal proceedings – At the present time, the Company is not engaged in any legal proceedings which, if adversely determined to the Company, would have a material adverse impact on the Company’s financial condition or results of operations. From time to time, the Company is party to routine legal proceedings within the normal course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Company’s financial condition and results of operation.
Item 2			Change in securities – Not applicable
Item 3			Defaults upon senior securities – Not applicable
Item 4			Submission of matters to a vote – The following votes were approved at the Company’s annual meeting of Class B stockholders on April 13, 2004:

	1)		That the number of Directors for the ensuing year be fixed at 25.
	2)		That the following Directors serve until the next annual meeting of stockholders:

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	3)		KPMG LLP as independent auditors of the Corporation for the fiscal year ending December 31, 2004.
	4)		The Century Bancorp, Inc. 2004 Stock Option Plan.

Item 5			Other information – Not Applicable
Item 6			Exhibits and reports on Form 8-K

(a) Exhibits

31.1 Certification of Chief Executive Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

31.2 Certification of Chief Financial Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

On April 14, 2004, the Company filed a Form 8-K in connection with its issuance of a press release on April 13, 2004 announcing the Company’s results for the quarter ended March 31, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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