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: October 13, 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 Letter to Jacobs Asset Management, LLC

Item 8.01 Other Events

On October 12, 2005, Century Bancorp, Inc., issued a letter to Jacobs Asset Management, LLC containing the Company’s response to a 13D statement filed with the Securities and Exchange Commission on October 11, 2005. The letter to Jacobs Asset Management, LLC 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 Jacobs Asset Management, LLC dated October 12, 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: October 12, 2005

EX-99.1

Via mail, e-mail and facsimile

October 12, 2005

Sy Jacobs, Managing Member
Jacobs Asset Management, LLC
JAM Managers, LLC
General Partner for JAM Partners, L.P.
One Fifth Avenue
New York, NY 10003

Dear Mr. Jacobs,

The Directors of Century Bancorp, Inc., at their regularly scheduled Board meeting of October 11, 2005, reviewed your correspondence and asked that I respond on their behalf to your letters of September 15, 2005 and October 10, 2005.

The Directors affirmed their support for operating Century as one of the few independent Massachusetts community banks and support the Company’s plans, which focus on both short-term profitability and long-term growth, as well as the interests of all of Century’s constituencies.

The Directors will be happy to consider any specific suggestions you may have as to how the Bank might improve operating results. They continue to believe that all constructive comments and suggestions you may have can be best communicated between us in writing through me and that a meeting would be inappropriate.

Sincerely yours,

/s/ Paul V. Cusick, Jr.

Paul V. Cusick, Jr.

Vice President and Treasurer