8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 8-K

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

Date of Report: June 21, 2005

Century Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts	0-15752	04-2498617
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

400 Mystic Avenue	02155
Medford, MA	(Zip Code)
(Address of principal executive offices)

(781) 391-4000
(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Ex-99.1 Century Bancorp, Inc. letter to shareholders, dated June 21, 2005

Item 8.01 Other Events

On June 21, 2005, Century Bancorp, Inc., issued a letter to shareholders containing the Company’s response on a 13D statement filed with the Securities and Exchange Commission on June 8, 2005. The letter to shareholders is attached hereto as Exhibit 99.1.

This report contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of the Company. Actual results may differ from those contemplated by these statements. Persons reviewing this report are cautioned not to place undue reliance on any forward-looking statements. The Company disclaims any intent obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Century Bancorp, Inc. letter to shareholders, dated June 21, 2005.

SIGNATURES

     Pursuant to the requirement of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY BANCORP, INC.

/s/ Paul V. Cusick, Jr. Paul V. Cusick, Jr.
Vice President and Treasurer

Dated: June 23, 2005

EX-99.1

June 21, 2005

To Century Bancorp Shareholders:

As one of the largest independent banks in Massachusetts, Century Bank is deeply committed to providing both best in class financial services to our customers and enhancing shareholder value. Century’s leadership has developed a thoughtful, long-term strategic plan designed to successfully achieve those goals.

Our officers will always listen to any shareholder concerns regarding ongoing operations and management of the Bank. As you may be aware, a recent communication by a shareholder contained in a 13D filing raised a number of issues. We also received letters from two other institutional shareholders expressing their views. All of the views expressed were discussed at a recent Board of Directors meeting.

During that meeting, Century’s Directors unanimously voted for a resolution expressing confidence in the Bank’s management and its long term strategic plan for remaining independent and further enhancing shareholder value. The Board voted to “express strong confidence in its management team, and Century’s long term strategic vision.”

We firmly believe that our position as an independent bank is fully viable and that all three of our business units – consumer, business and institutional – are fundamentally sound. Given the changing landscape, we feel more strongly than ever that the Massachusetts marketplace is well served by Massachusetts controlled and focused institutions. Century Bank has invested in its branches, technology and staff in response to the changing environment in Massachusetts, and we believe it will be beneficial to our shareholders to realize these investments.

The Bank’s performance over the past ten years has been strong and compares favorably with industry averages, according to a May 2, 2005, industry report published by Keefe, Bruyette & Woods. They rank Century among the top ten banks in the East for long-term EPS growth. At the year end 2004, total assets reached a record size of $1.83 billion, representing an 8.6% increase from the previous year. In addition, asset quality remains very strong with .03% non-performing assets as a percentage of total assets, as compared to the peer group average of .25% in 2004. In the first quarter of 2005, our net interest income increased 5.9%, from $10 million in 2004 to $10.5 million in 2005.

Though there are always opportunities to improve performance, Century’s leadership remains confident in its overall strategy for growth and competitive positioning in the marketplace.

Sincerely,

/s/ Marshall M. Sloane

Marshall M. Sloane
Chairman & CEO