**SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-QSB**
 
 (Mark
        one)
 
 [X]
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
                  2005
 
 OR
 
 [   ]
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934 FOR THE TRANSITION PERIOD FROM ______ TO
                  ______
 
 Commission
        file number:   000-50828
 
 **THIRD
        CENTURY BANCORP**
 (Exact
        name of small business issuer as specified in its charter)
 
 Indiana
              20-0857725(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (I.R.S.
                  Employer
                Identification
                  Number)
 
 
 80
        East
        Jefferson Street
 Franklin,
        Indiana 46131
 (Address
        of principal executive offices)
 
 (317)
        736-7151
 (Issuer’s
        telephone number)
 
 
 
 APPLICABLE
        ONLY TO CORPORATE ISSUERS
 
 State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of the latest practicable date: October 31, 2005 - 1,653,125 common
        shares
 
 Transitional
        Small Business Disclosure Format (Check
        one):  Yes [   ]         No [X]
 
  1
  THIRD
        CENTURY BANCORP
 FORM
        10-QSB
 
 INDEX
 
 Page
                  No.PART
                  I.
              FINANCIAL
                  INFORMATIONItem
                  1.
              Financial
                  Statements
              3Consolidated
                  Condensed Balance Sheets
              3Consolidated
                  Condensed Statements of Income
              4Consolidated
                  Condensed Statement of Stockholders’ Equity
              5Consolidated
                  Condensed Statements of Cash Flows
              6Notes
                  to Unaudited Consolidated Condensed Financial Statements
              7Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              10Item
                  3.
              Controls
                  and Procedures
              16PART
                  II.
              OTHER
                  INFORMATION
              17Item
                  1.
              Legal
                  Proceedings
              17Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              17Item
                  3.
              Defaults
                  Upon Senior Securities
              17Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              17Item
                  5.
              Other
                  Information
              17Item
                  6.
              Exhibits
              17SIGNATURES
              18EXHIBIT
                  INDEX
              E-1EXHIBITS
  2
  **PART
        I.**  **FINANCIAL
        INFORMATION**
 **Item
        1.**   **Financial
        Statements**
 
 **THIRD
        CENTURY BANCORP**
 Consolidated
        Condensed Balance Sheets
 
 **As
                  of****September
                  30, 2005**
                **(Unaudited)**
              
              **As
                    of****December
                  31, 2004****Assets**
              
              (in
                  thousands)Cash
                  and due from banks
              
              $
              514
              
              $
              734Interest-bearing
                  demand deposits
              
              
              5,445
              
              
              11,323Cash
                  and cash equivalents
              
              
              5,959
              
              
              12,057Interest-bearing
                  time deposits
              
              
              200
              
              
              200Held
                  to maturity securities
              
              
              10,272
              
              
              10,455Loans,
                  net of allowance for loan losses of $939 and $1,012
              
              
              103,520
              
              
              98,822Premises
                  and equipment
              
              
              2,750
              
              
              2,136Federal
                  Home Loan Bank stock
              
              
              1,041
              
              
              1,019Interest
                  receivable
              
              
              620
              
              
              483Other
                  assets
              
              
              1,131
              
              
              991Total
                  assets
              
              $
              125,493
              
              $
              126,163**Liabilities**DepositsDemand
              
              $
              9,042
              
              $
              11,164Savings,
                  NOW and money market
              
              
              40,737
              
              
              39,672Time
              
              
              34,668
              
              
              35,572Total
                  deposits
              
              
              84,447
              
              
              86,408Federal
                  Home Loan Bank Advances
              
              
              17,500
              
              
              16,500Other
                  liabilities
              
              
              667
              
              
              358Total
                  liabilities
              
              
              102,614
              
              
              103,266**Commitments
                  and Contingencies****Equity
                  Contributed by ESOP**
              
              
              169
              
              
              64**Stockholders'
                  Equity**Preferred
                  stock, without par value, authorized and unissued 2,000,000
                  shares
              
              
              
              
              
              -Common
                  stock, without par valueAuthorized
                  - 20,000,000 sharesIssued
                  and outstanding - 1,653,125 shares
              
              
              14,290
              
              
              14,290Unearned
                  RRP shares
              
              
              (283
              )
              
              -Retained
                  earnings
              
              
              8,703
              
              
              8,543Total
                  stockholders' equity
              
              
              22,710
              
              
              22,833Total
                  liabilities and stockholders’ equity
              
              $
              125,493
              
              $
              126,163
 
 
 See
        notes
        to consolidated condensed financial statements.
  3
  **THIRD
        CENTURY BANCORP**
 Consolidated
        Condensed Statements of Income
 (Unaudited)
 
 **Three
                  Months Ended**
                **September
                  30,**
              
              **Nine
                  Months Ended**
                **September
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004**(in
                  thousands, except share data)**Interest
                  income**Loans
                  receivable
              
              $
              1,615
              
              $
              1,437
              
              $
              4,702
              
              $
              4,333Investment
                  securities
              
              
              103
              
              
              18
              
              
              248
              
              
              22Federal
                  Home Loan Bank stock
              
              
              11
              
              
              11
              
              
              31
              
              
              37Interest-bearing
                  deposits
              
              
              32
              
              
              47
              
              
              132
              
              
              79Total
                  interest income
              
              
              1,761
              
              
              1,513
              
              
              5,113
              
              
              4,471**Interest
                  expense**Deposits
              
              
              396
              
              
              291
              
              
              1,071
              
              
              865Federal
                  Home Loan Bank advances
              
              
              167
              
              
              176
              
              
              490
              
              
              530Total
                  interest expense
              
              
              563
              
              
              467
              
              
              1,561
              
              
              1,395**Net
                  interest income**
              
              
              1,198
              
              
              1,046
              
              
              3,552
              
              
              3,076Provision
                  for loan losses
              
              
              -
              
              
              12
              
              
              (20
              )
              
              36**Net
                  interest income after provision for loan losses**
              
              
              1,198
              
              
              1,034
              
              
              3,572
              
              
              3,040**Other
                  income**Service
                  charges on deposit accounts
              
              
              57
              
              
              56
              
              
              155
              
              
              164Other
                  service charges and fees
              
              
              63
              
              
              49
              
              
              192
              
              
              153Net
                  gains on loan sales
              
              
              22
              
              
              36
              
              
              64
              
              
              174Other
                  income
              
              
              73
              
              
              49
              
              
              136
              
              
              186Total
                  other income
              
              
              215
              
              
              190
              
              
              547
              
              
              677**Other
                  expenses**Salaries
                  and employee benefits
              
              
              734
              
              
              590
              
              
              2,190
              
              
              1,688Net
                  occupancy and equipment expenses
              
              
              116
              
              
              110
              
              
              340
              
              
              331Data
                  processing fees
              
              
              88
              
              
              103
              
              
              287
              
              
              303Professional
                  Services
              
              
              9
              
              
              20
              
              
              110
              
              
              61ATM
                  Expense
              
              
              30
              
              
              16
              
              
              82
              
              
              48Other
                  expenses
              
              
              189
              
              
              160
              
              
              530
              
              
              446**Total
                  other expenses**
              
              
              1,166
              
              
              999
              
              
              3,539
              
              
              2,877**Income
                  before income tax**
              
              
              247
              
              
              225
              
              
              580
              
              
              840Income
                  tax expense
              
              
              102
              
              
              91
              
              
              234
              
              
              335**Net
                  income**
              
              $
              145
              
              $
              134
              
              $
              346
              
              $
              505Weighted
                  average common shares - basic
              
              
              1,518
              
              
              1,522
              
              
              1,525
              
              
              n/aWeighted
                  average common shares- diluted
              
              
              1,519
              
              
              1,522
              
              
              1,525
              
              
              n/aEarnings
                  per share - basic
              
              $
              0.10
              
              $
              0.09
              
              $
              0.23
              
              
              n/aEarnings
                  per share - diluted
              
              $
              0.10
              
              $
              0.09
              
              $
              0.23
              
              
              n/a
 
 See
        notes
        to consolidated condensed financial statements.
 
  4
  **THIRD
        CENTURY BANCORP**
 Consolidated
        Condensed Statement of Stockholders’ Equity
 (Unaudited)
 (Dollar
        amounts in thousands)
 
 
 **Common
                  Stock****Shares**
              
              
              
              **Unearned**
              
              **Retained****Outstanding**
              
              **Amount**
              
              **RRP
                  shares**
              
              **Earnings**
              
              **Total****Balances,
                  January 1, 2005**
              
              
              1,653,125
              
              $
              14,290
              
              $
              -
              
              $
              8,543
              
              $
              22,833Net
                  and comprehensive income
              
              
              
              
              
              -
              
              
              -
              
              
              346
              
              
              346Contributions
                  to RRP
              
              
              
              
              
              
              
              
              (328
              )
              
              
              
              
              (328
              )Amortization
                  of RRP
              
              
              
              
              
              
              
              
              45
              
              
              
              
              
              45Dividends
                  paid ($.12 per share outstanding)
              
              
              
              
              
              -
              
              
              -
              
              
              (186
              )
              
              (186
              )**Balances,
                  September 30, 2005**
              
              
              1,653,125
              
              $
              14,290
              
              $
              (283
              )
              $
              8,703
              
              $
              22,710
 
 See
        notes
        to consolidated condensed financial statements.
   5
 **THIRD
        CENTURY BANCORP**
 Consolidated
        Condensed Statements of Cash Flows
 (Unaudited)
 
 **Nine
                  Months Ended September 30,****2005**
              
              **2004**(in
                  thousands)**Operating
                  Activities**Net
                  income
              
              $
              346
              
              $
              505Adjustments
                  to reconcile net income to net cash provided by operating
                  activitiesProvision
                  for loan losses
              
              
              (20
              )
              
              36Depreciation
              
              
              138
              
              
              137Investment
                  securities (accretion) amortization, net
              
              
              (17
              )
              
              (11
              )Gain
                  on sale of loans
              
              
              (64
              )
              
              (174
              )Loans
                  originated for sale in the secondary market
              
              
              (1,661
              )
              
              (6,646
              )Proceeds
                  from sale of loans in the secondary market
              
              
              1,725
              
              
              6,820FHLB
                  stock dividend
              
              
              -
              
              
              (34
              )RRP
                  compensation expense
              
              
              45
              
              
              -ESOP
                  compensation expense
              
              
              104
              
              
              -Net
                  change inInterest
                  receivable
              
              
              (137
              )
              
              (39
              )Other
                  assets
              
              
              (140
              )
              
              (106
              )Other
                  liabilities
              
              
              310
              
              
              212Net
                  cash provided (used) by operating activities
              
              
              629
              
              
              700**Investing
                  Activities**Purchases
                  of FHLB stock
              
              
              (22
              )
              
              -Purchases
                  of securities held to maturity
              
              
              (8,256
              )
              
              (6,977
              )Proceeds
                  from maturities of securities held to maturity
              
              
              8,456
              
              
              1,985Purchase
                  of interest-bearing time deposits
              
              
              (200
              )
              
              (200
              )Proceeds
                  from maturities of interest-bearing time deposits
              
              
              200
              
              
              -Net
                  changes in loans
              
              
              (4,678
              )
              
              336Purchases
                  of premises and equipment
              
              
              (751
              )
              
              (160
              )Net
                  cash provided (used) by investing activities
              
              
              (5,251
              )
              
              (5,016
              )**Financing
                  Activities**Net
                  change inDemand
                  and savings deposits
              
              
              (1,057
              )
              
              3,155Certificate
                  of deposits
              
              
              (905
              )
              
              (516
              )Paid
                  cash dividend on Common Stock
              
              
              (186
              )
              
              -Purchase
                  of ESOP shares
              
              
              -
              
              
              (1,467
              )Purchase
                  of RRP shares
              
              
              (328
              )
              
              -Net
                  proceeds from stock conversion
              
              
              -
              
              
              15,741Proceeds
                  from FHLB advances
              
              
              2,000
              
              
              1,500Payments
                  on FHLB advances
              
              
              (1,000
              )
              
              (4,000
              )Net
                  cash provided (used) by financing activities
              
              
              (1,476
              )
              
              14,413**Net
                  Change in Cash and Equivalents**
              
              
              **(6,098**
              **)**
              
              **10,097****Cash
                  and Cash Equivalents, Beginning of Period**
              
              
              **12,057**
              
              
              **4,739****Cash
                  and Cash Equivalents, End of Period**
              
              **$**
              **5,959**
              
              **$**
              **14,836****Additional
                  Cash Flows Information**Interest
                  paid
              
              $
              1,536
              
              $
              1,401Income
                  tax paid (net of refunds)
              
              $
              113
              
              $
              258
 
 See
        notes
        to consolidated condensed financial statements.
  6
 **THIRD
        CENTURY BANCORP**
 Notes
        to
        Unaudited Consolidated Condensed Financial Statements
 
 Third
        Century Bancorp (Third Century) is an Indiana corporation that was formed
        on
        March 15, 2004 for the purpose of owning all of the capital stock of Mutual
        Savings Bank (Mutual or Bank) following the completion of Mutual Savings
        Bank’s
        mutual-to-stock conversion. Third Century offered for sale 1,653,125 shares
        of
        its common stock at $10.00 per share in a public offering to eligible depositors
        that was completed on June 14, 2004. On June 29, 2004, Third Century purchased
        all of the capital stock issued by Mutual Savings Bank. Prior to that date,
        Third Century had no assets or liabilities.
  The
        activities of Third Century are primarily limited to holding the stock of
        Mutual
        Savings Bank. Mutual Savings Bank conducts business primarily in Johnson
        County
        and surrounding counties. Mutual Savings Bank attracts deposits from the
        general
        public and originates loans for consumer, residential and commercial purposes.
        Mutual Savings Bank’s profitability is significantly dependent on net interest
        income, which is the difference between interest income generated from
        interest-earning assets (i.e. loans and investments) and the interest expense
        paid on interest-bearing liabilities (i.e. customer deposits and borrowed
        funds). Net interest income is affected by the relative amount of
        interest-earning assets and interest-bearing liabilities and the interest
        received or paid on these balances. The level of interest paid or received
        by
        Mutual Savings Bank can be significantly influenced by a number of factors,
        such
        as governmental monetary policy, competition within our market area and the
        performance of the national and local economies.
  Mutual
        Savings Bank also owns one subsidiary, Mutual Financial Services, Inc.
        (Financial), which is engaged primarily in mortgage life insurance sales
        and
        servicing.
  Note
        1: Basis of Presentation
  The
        accompanying unaudited consolidated condensed financial statements were prepared
        in accordance with instructions for Form 10-QSB and, therefore, do not include
        information or footnotes necessary for a complete presentation of financial
        position, results of operations and cash flows in conformity with accounting
        principles generally accepted in the United States of America. Accordingly,
        these financial statements should be read in conjunction with the consolidated
        financial statements and notes thereto of Mutual Savings Bank for the fiscal
        year ended December 31, 2004 included in Third Century’s Annual Report filed as
        an attachment to its 10-KSB. However, in the opinion of management, all
        adjustments (consisting of only normal recurring accruals) which are necessary
        for a fair representation of the financial statements have been included.
        The
        results of operations for the nine-month period ended September 30, 2005,
        are
        not necessarily indicative of the results which may be expected for the entire
        year.
  The
        consolidated condensed balance sheet of Third Century as of December 31,
        2004
        has been derived from the audited consolidated balance sheet of Third Century
        as
        of that date.
  *Stock
        Compensation.* Employee
        compensation expense under stock options is reported using the intrinsic
        value
        method. Stock-based compensation cost for options granted employees with
        an
        exercise price less than the market price of the underlying common stock
        at the
        date of the grant if material, is reflected in net income. No stock-based
        compensation cost for options granted employees and directors with an exercise
        price equal to or greater than the market price of the underlying common
        stock
        at the date of grant is reflected in net income.
  The
        following table illustrates the effect on net income and earnings per share
        if
        expense was measured for options granted using the fair value recognition
        provisions of FASB Statement No. 123, *Accounting
        for Stock-Based Compensation.* Amounts
        are in thousands, except for per share data.
   7
 Three
                  Months Ended September 30, 2005
              
              Nine
                  Months Ended September 30, 2005Net
                  income as reported
              
              $
              145
              
              $
              346Deduct:
                  Stock-based compensation expense determined under fair value based
                  method
              
              
              (571
              )
              
              (571
              )Pro
                  forma net loss
              
              $
              (426
              )
              $
              (225
              )Basic
                  earnings per share as reported
              
              $
              .10
              
              $
              .23Pro
                  forma basic earnings per share
              
              $
              (.28
              )
              $
              (.15
              )Diluted
                  earnings per share as reported
              
              $
              .10
              
              $
              .23Pro
                  forma diluted earnings per share
              
              $
              (.28
              )
              $
              (.15
              )
 
 The
        pro
        forma effects are computed using option pricing models, using the following
        weighted-average assumptions as of grant date for grants issued during the
        nine
        month period ended September 30, 2005:
 
 2005Risk-free
                  interest rate
              4.17%Expected
                  option life
              10
                  yearsExpected
                  stock price volatility
              25.10%Dividend
                  yield
              1.27%
 
 Note
        2: Principles of Consolidation
  The
        consolidated financial statements include the accounts of Third Century,
        Mutual
        Savings Bank and Financial. All significant intercompany balances and
        transactions have been eliminated in the accompanying consolidated financial
        statements.
  Note
        3: Earnings Per Share
  Earnings
        per share is computed based upon the weighted average common shares outstanding
        during the period subsequent to Mutual Savings Bank’s conversion to a stock
        savings bank on June 29, 2004. Net income per share for the periods prior
        to the
        conversion is not meaningful. Unearned ESOP shares and unearned RRP shares
        are
        not considered outstanding for the earnings per share calculation. The following
        table presents the factors used in the earnings per share computation for
        the
        three and nine months ending September 30, 2005 and September 30,
        2004:
  **Three
                  Months Ended September 30,**
              
              **Three
                  Months Ended September 30,**
              
              **Nine
                  Months Ended September 30,**
              
              **Nine
                  Months Ended September 30,****2005**
              
              **2004**
              
              **2005**
              
              **2004**Basic:Net
                  income
              
              $
              145
              
              $
              134
              
              $
              346
              
              $
              505Weighted
                  average common shares outstanding
              
              
              1,518
              
              
              1,522
              
              
              1,525
              
              
              n/aBasic
                  earnings per common share
              
              $
              0.10
              
              $
              0.09
              
              $
              0.23
              
              $
              n/aDiluted:Net
                  Income
              
              $
              145
              
              $
              134
              
              $
              346
              
              $
              505Weighted
                  average common shares outstanding
              
              
              1,518
              
              
              1,522
              
              
              1,525
              
              
              n/aAdd:
                  Dilutive effects of assumed exercises of stock options
              
              
              1
              
              
              -
              
              
              -
              
              
              -Average
                  shares and dilutive potential common shares
              
              
              1,519
              
              
              1,522
              
              
              1,525
              
              
              n/aDiluted
                  earnings per common share
              
              $
              0.10
              
              $
              0.09
              
              $
              0.23
              
              $
              n/a
 
   8
 Note
        4: Effect of Recent Accounting Pronouncements
  In
        June,
        2005 the FASB Board decided not to provide additional guidance on the meaning
        of
        other-than-temporary impairment, but directed the FASB staff to issue a staff
        position (FSP) which is retitled FSP 115-1, *The
        Meaning of Other-Than-Temporary Impairment and Its Application to Certain
        Investments.* The
        final FSP supersedes EITF Issue No. 03-1, *The
        Meaning of Other-Than-Temporary Impairment and Its Application to Certain
        Investments* ,
        and
        EITF Topic No. D-44, *Recognition
        of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose
        Cost Exceeds Fair Value* .
        FSP
        115-1 replaced guidance in EITF 03-1 on loss recognition with references
        to
        existing other-than-temporary impairment guidance, such as SFAS No. 115, *Accounting
        for Certain Investments in Debt and Equity Securities* .
        FSP
        115-1 clarifies that an investor should recognize an impairment loss no later
        than when the impairment is deemed other than temporary, even if a decision
        to
        sell has not been made.
  FSP
        115-1
        will be effective for other-than-temporary impairment analysis conducted
        in
        periods beginning after September 15, 2005. The Company has consistently
        followed the loss recognition guidance in SFAS No. 115, so the adoption of
        FSP
        115-1 will not have any significant impact on the Company’s financial condition
        or results of operation.
  In
        April
        2005, the SEC issued a new rule amending the compliance dates for observing
        SFAS
        123R, which allows companies to implement SFAS 123R at the beginning of their
        next fiscal year, instead of the next reporting period, that begins after
        June
        15, 2005, or, in the case of a small business issuer like Third Century,
        after
        December 15, 2005. The new rule does not change the accounting required by
        SFAS
        123R; it only changes the dates for compliance with the standard. Early adoption
        is permitted in periods in which financial statements have not yet been issued.
        Third Century expects to adopt SFAS 123R on January 1, 2006. We are currently
        evaluating the effect of the recognition and measurement provisions of SFAS
        123R, but we currently believe the adoption of SFAS 123R will not result
        in a
        material impact on Third Century’s results of operations or financial
        condition.
  Note
        5. Employee Stock Option Plan and Recognition and Retention Plan and
        Trust
  On
        July
        20, 2005, the stockholders of Third Century Bancorp approved the Third Century
        Bancorp Stock Option Plan (“Plan”). The Plan provides for the issuance of
        options to employees and directors of the Company to acquire up to 165,312
        shares of Company common stock. Additionally, the stockholders approved the
        Mutual Savings Bank Recognition and Retention Plan and Trust (“RRP”). The RRP
        provides for the awarding of up to 66,125 shares of Company common stock
        to
        employees and directors of the Company.
  Note
        6. Stock Option Plan
  Pursuant
        to the Plan, options may be issued which are defined as incentive stock options
        or as non-qualified stock options. Incentive stock options are intended to
        qualify under the provisions of Internal Revenue Code Section 422 (“IRC”), which
        include, among other things, a requirement that the option price is not less
        than the fair value of the shares as of the date of grant. Non-qualified
        stock
        options are those that do not meet the requirements of the provisions of
        the
        IRC, and, accordingly, may contain terms that are different from those in
        place
        for incentive stock options. The Plan is currently accounted for in accordance
        with Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock
        Issued to Employees,” and related interpretations, although SFAS 123R, which
        will be effective for Third Century as of January 1, 2006, eliminates the
        ability to account for share-based compensation transactions using APB No.
        25.
        As of January 1, 2006, SFAS 123R will apply to all awards granted thereafter
        and
        to awards modified, repurchased, or cancelled after that date.
  During
        the third quarter of 2005, Third Century awarded 146,300 options to employees
        and non-employee directors at an exercise price of $13.10 which equaled the
        market price for the stock as of the date of the grant. These options were
        immediately vested.
   9
  A
        summary
        of the activity in the Plan for the nine month period ended September 30,
        2005
        is as follows:
  2005Shares
              
              Weighted
                  Average Exercise PriceOutstanding
                  at beginning of year
              
              
              -
              
              $
              -Granted
              
              
              146,300
              
              
              13.10Exercised
              
              
              -
              
              
              -Forfeited
              
              
              -
              
              
              -Outstanding
                  at end of period
              
              
              146,300
              
              $
              13.10Options
                  exercisable at end of period
              
              
              146,300
              
              $
              13.10Weighted
                  average fair value of options granted during year
              
              $
              4.76
 
  Note
        7. Construction of Franklin Central Branch
  In
        August
        2005, Mutual Savings Bank closed on the purchase of land in Franklin Township,
        which is located in southeastern Marion County, for $407,550. Construction
        of a
        new branch, to be known as the Franklin Central Branch, is scheduled to begin
        in
        the fourth quarter of 2005. The board of Mutual Savings Bank has awarded
        a
        contract to Waugh Company for the construction of the Franklin Central Branch
        in
        southeast Marion County. In addition, the Bank has entered into contracts
        with
        Diebold, Inc., a vendor who provides ATM, vault and teller equipment, and
        PrinceAlexander, an architectural firm, to perform work for and provide services
        to the Franklin Central Branch project. These contracts represent estimated
        construction costs to the Bank as follows:
  Land
                  acquisition
              
              $
              407,550Waugh
                  & Company
              
              $
              766,322Diebold,
                  Inc.
              
              $
              92,179PrinceAlexander
              
              $
              67,688Total
              
              $
              1,333,739
 
 
 **Item
        2.**   **Management’s
        Discussion and Analysis or Plan of Operation**
 
 **Forward
        Looking Statements**
 
 This
        Quarterly Report on Form 10-QSB (“Form 10-QSB”) contains statements which
        constitute forward looking statements within the meaning of the Private
        Securities Litigation Reform Act of 1995. These statements appear in a number
        of
        places in this Form 10-QSB and include statements regarding the intent, belief,
        outlook, estimate or expectations of Third Century (as defined in the notes
        to
        the consolidated condensed financial statements), its directors or its officers
        primarily with respect to future events and the future financial performance
        of
        Third Century. Readers of the Form 10-QSB are cautioned that any such forward
        looking statements are not guarantees of future events or performance and
        involve risks and uncertainties, and that actual results may differ materially
        from those in the forward looking statements as a result of various factors.
        The
        accompanying information contained in this Form 10-QSB identifies important
        factors that could cause such differences. These factors include changes
        in
        interest rates; loss of deposits and loan demand to other financial
        institutions; substantial changes in financial markets; changes in real estate
        values and the real estate market; or regulatory changes, as discussed further
        below:
   10
  (a)  **Regulatory
        Risk** .
        The
        banking industry is heavily regulated. These regulations are intended to
        protect
        depositors, not shareholders. Third Century and Mutual are subject to regulation
        and supervision by the Indiana Department of Financial Institutions, Federal
        Deposit Insurance Corporation, and the Board of Governors of the Federal
        Reserve
        System. The burden imposed by federal and state regulations puts banks at
        a
        competitive disadvantage compared to less regulated competitors such as finance
        companies, mortgage banking companies and leasing companies. The banking
        industry continues to lose market share to competitors.
 
 (b)  **Legislation** .
        Because
        of concerns relating to the competitiveness and the safety and soundness
        of the
        industry, Congress continues to consider a number of wide-ranging proposals
        for
        altering the structure, regulation, and competitive relationships of the
        nation’s financial institutions. Management cannot predict whether or in what
        form any of these proposals will be adopted or the extent to which the business
        of Third Century or Mutual may be affected thereby.
 
 (c)  **Credit
        Risk** .
        One of
        the greatest risks facing lenders is credit risk, that is, the risk of losing
        principal and interest due to a borrower’s failure to perform according to the
        terms of a loan agreement. While management attempts to provide an allowance
        for
        loan losses at a level adequate to cover probable incurred losses based on
        loan
        portfolio growth, past loss experience, general economic conditions, information
        about specific borrower situations, and other factors (all as discussed below
        in
        Critical Accounting Policies--Allowance for Loan Losses), future adjustments
        to
        reserves may become necessary, and net income could be significantly affected,
        if circumstances differ substantially from assumptions used with respect
        to such
        factors.
 
 (d)  **Exposure
        to Local Economic Conditions** .
        Mutual’s primary market area for deposits and loans encompasses Johnson County,
        in central Indiana. A substantial percent of the Bank’s business activities are
        within this area. This concentration exposes the Bank to risks resulting
        from
        changes in the local economy. A dramatic drop in local real estate values
        would,
        for example, adversely affect the quality of the Bank’s loan
        portfolio.
 
 (e)  **Interest
        Rate Risk.** Third
        Century’s earnings depend to a great extent upon the level of net interest
        income, which is the difference between interest income earned on loans and
        investments and the interest expense paid on deposits and other borrowings.
        Interest rate risk is the risk that the earnings and capital will be adversely
        affected by changes in interest rates.
 
 (f)  **Competition** .
        The
        activities of Third Century and Mutual in the geographic market served involve
        competition with other banks as well as with other financial institutions
        and
        enterprises, many of which have substantially greater resources than those
        available to Third Century. In addition, non-bank competitors are generally
        not
        subject to the extensive regulation applicable to Third Century and
        Mutual.
 
 **Critical
        Accounting Policies**
 
 Generally
        accepted accounting principles are complex and require management to apply
        significant judgments to various accounting, reporting and disclosure matters.
        Management of Third Century must use assumptions and estimates to apply these
        principles where actual measurement is not possible or practical. For a complete
        discussion of Third Century’s significant accounting policies, see Note 1 to the
        Consolidated Financial Statements as of December 31, 2004. Certain policies
        are
        considered critical because they are highly dependent upon subjective or
        complex
        judgments, assumptions and estimates. Changes in such estimates may have
        a
        significant impact on the financial statements. Management has reviewed the
        application of these policies with the Audit Committee of Third Century’s Board
        of Directors. Those policies include the following:
   11
  **Allowance
        for Loan Losses**
 
 The
        allowance for loan losses represents management’s estimate of probable losses
        inherent in the Bank’s loan portfolios. In determining the appropriate amount of
        the allowance for loan losses, management makes numerous assumptions, estimates
        and assessments.
  The
        strategy also emphasizes diversification on an industry and customer level,
        regular credit quality reviews and quarterly management reviews of large
        credit
        exposures and loans experiencing deterioration of credit quality.
  Mutual’s
        allowance consists of three components: probable losses estimated from
        individual reviews of specific loans, probable losses estimated from historical
        loss rates, and probable losses resulting from economic or other deterioration
        above and beyond what is reflected in the first two components of the allowance.
  Larger
        commercial loans that exhibit probable or observed credit weaknesses are
        subject
        to individual review. Where appropriate, reserves are allocated to individual
        loans based on management’s estimate of the borrower’s ability to repay the loan
        given the availability of collateral, other sources of cash flow and legal
        options available to Mutual. Included in the review of individual loans are
        those that are impaired as provided in SFAS No. 114, Accounting by Creditors
        for
        Impairment of a Loan. Any allowances for impaired loans are determined by
        the
        present value of expected future cash flows discounted at the loan’s effective
        interest rate or fair value of the underlying collateral. Mutual evaluates
        the
        collectibility of both principal and interest when assessing the need for
        a loss
        accrual. Historical loss rates are applied to other commercial loans not
        subject
        to specific reserve allocations.
  Homogenous
        smaller balance loans, such as consumer installment and residential mortgage
        loans are not individually risk graded. Reserves are established for each
        pool
        of loans based on the expected net charge-offs for one year. Loss rates are
        based on the average net charge-off history by loan category.
  Historical
        loss rates for commercial and consumer loans may be adjusted for significant
        factors that, in management’s judgment, reflect the impact of any current
        conditions on loss recognition. Factors which management considers in the
        analysis include the effects of the national and local economies, trends
        in the
        nature and volume of loans (delinquencies, charge-offs and nonaccrual loans),
        changes in mix, asset quality trends, risk management and loan administration,
        changes in the internal lending policies and credit standards, collection
        practices and examination results from bank regulatory agencies and the Bank’s
        internal loan review.
  An
        unallocated reserve is maintained to recognize the imprecision in estimating
        and
        measuring loss when evaluating reserves for individual loans or pools of
        loans.
        Allowances on individual loans are reviewed quarterly and historical loss
        rates
        are reviewed annually and adjusted as necessary based on changing borrower
        and/or collateral conditions and actual collection and charge-off experience.
  Mutual’s
        primary market area for lending is Johnson County, Indiana. When evaluating
        the
        adequacy of allowance, consideration is given to this regional geographic
        concentration and the closely associated effect changing economic conditions
        have on Mutual’s customers.
   12
 **Mortgage
        Servicing Rights**
 
 Mortgage
        servicing rights (MSRs) associated with loans originated and sold, where
        servicing is retained, are capitalized and included in other intangible assets
        in the consolidated balance sheet. The value of the capitalized servicing
        rights
        represents the present value of the future servicing fees arising from the
        right
        to service loans in the portfolio. Critical accounting policies for MSRs
        relate
        to the initial valuation and subsequent impairment tests. The methodology
        used
        to determine the valuation of MSRs requires the development and use of a
        number
        of estimates, including anticipated principal amortization and prepayments
        of
        that principal balance. Events that may significantly affect the estimates
        used
        are changes in interest rates, mortgage loan prepayment speeds and the payment
        performance of the underlying loans. The carrying value of the MSRs is
        periodically reviewed for impairment based on a determination of fair value.
        For
        purposes of measuring impairment, the servicing rights are compared to a
        valuation prepared based on a discounted cash flow methodology, utilizing
        current prepayment speeds and discount rates. Impairment, if any, is recognized
        through a valuation allowance and is recorded as amortization of intangible
        assets.
  **Comparison
        of Financial Condition at September 30, 2005 and December 31,
        2004**
 
 Total
        assets decreased $670,000 or 0.53% to $125.5 million at September 30, 2005
        from
        $126.2 million at December 31, 2004. Cash and cash equivalents decreased
        $6.1
        million or 50.58% during the quarter. Total net loans outstanding grew by
        $4.7
        million or 4.75% from $98.8 million as of December 31, 2004 to $103.5 million
        as
        of September 30, 2005. The majority of this loan growth is secured by commercial
        real estate ($2.3 million or 48.92%). In addition, Mutual Savings Bank wired
        $900,000 to the trustee of its Recognition and Retention Plan and Trust (RRP).
        These funds will be used toward the purchase of the 66,125 shares approved
        by
        the shareholders at the annual meeting on July 20, 2005. As of September
        30,
        2005, the trustee had purchased 24,900 shares for $327,680.
  Total
        liabilities decreased $652,000 or 0.63% to $102.6 million at September 30,
        2005
        from $103.3 million at December 31, 2004. During the year, balances in the
        demand deposit accounts, savings accounts, including money market and NOW
        accounts, and time deposits decreased by an aggregate total of $2.0 million
        or
        2.27% to $84.4 million at September 30, 2005.
  Since
        December 31, 2004, balances in the demand deposit accounts declined $2.1
        million
        or 19.01% and outstanding advances from Federal Home Loan Bank of Indianapolis
        (FHLBI) increased $1.0 million or 6.06%. The decline in demand deposit accounts
        was due to a withdrawal by a business customer, in the normal course of its
        business, in January of approximately $2.0 million, previously on deposit
        as of
        December 31, 2004, from its non-interest-bearing checking account. The increase
        in advances from FHLBI was due to a short-term cash-flow need at the end
        of
        August due to loan disbursements in excess of loan payments received, the
        wire
        to the RRP trustee and a decline in total deposits.
  Total
        equity decreased from $22.8 million at December 31, 2004 to $22.7 million
        at
        September 30, 2005, representing a decrease of $123,000 or 0.54%. The equity
        contributed by the ESOP increased $105,000 from $64,000 at December 31, 2004
        to
        $169,000 at September 30, 2005. Third Century paid year-to-date cash dividends
        of $186,000 from its net income of $346,000.
 
  **Comparison
        of Operating Results for the Three Months Ended September 30, 2005 and
        2004**
  *General.* Net
        income for the quarter ended September 30, 2005 was $145,000 compared to
        net
        income of $134,000 for the quarter ended September 30, 2004. Net interest
        income
        and other income increased in aggregate by $177,000 while other expenses
        increased by $167,000. See the following subsections for further discussion
        of
        these changes.
   13
 *Interest
        Income.* Interest
        income for the quarter ended September 30, 2005 was $1.8 million compared
        to
        $1.5 million for the quarter ended September 30, 2004. The change between
        these
        reporting periods was an increase of $248,000, which consisted primarily
        of an
        increase in loan interest income by $178,000. Additionally, investment income
        increased by $85,000, or 472.22%, from $18,000 at September 30, 2004 to $103,000
        at September 30, 2005. Average interest-bearing assets for the quarter ended
        September 30, 2005 was $123.8 million, which represented an increase of $10.4
        million or 9.15%, from the quarter ended September 30, 2004. The yield on
        those
        assets increased from 5.34% at September 30, 2004 to 5.69% at September 30,
        2005. The average yield on loans increased by 17 basis points and the average
        yield on investments increased 192 basis points. The average balances for
        loans
        increased $9.0 million to $105.0 million and the average balances for
        investments increased $7.4 million to $11.6 million at September 30, 2005.
  *Interest
        Expense.* Interest
        expense for the quarter ended September 30, 2005 was $563,000 compared to
        $467,000 for the quarter ended September 30, 2004, an increase of $96,000
        or
        20.56%. Average interest-bearing liabilities increased to $95.2 million at
        September 30, 2005 from $90.2 million at September 30, 2004, with the average
        interest rate increasing from 2.07% at September 30, 2004 to 2.37% at September
        30, 2005.
  *Net
        Interest Income.* Net
        interest income of $1.2 million for the quarter ended September 30, 2005
        reflects an increase of $152,000 or 14.53% from the net interest income for
        the
        quarter ended September 30, 2004.
  *Provision
        for Loan Losses.* Mutual
        Savings Bank recorded no provision for loan losses during the quarter ended
        September 30, 2005, while a $12,000 provision was made during the quarter
        ended
        September 30, 2004. In evaluating the adequacy of loan loss allowances,
        management considers factors such as delinquency trends, portfolio composition,
        past loss experience and other factors such as general economic conditions.
        During the past year, Mutual Savings Bank’s level of nonperforming assets
        increased from $25,000 at September 30, 2004, to $85,000 at September 30,
        2005,
        and the percentage of nonperforming assets to total assets increased from
        0.02%
        to 0.07% for the same respective time periods. For the quarter ended September
        30, 2005, Mutual Savings Bank charged off loans net of recoveries of $39,468
        which represents an increase of $34,897 from the quarter ended September
        30,
        2004. These losses were previously provided for and therefore required no
        further adjustment.
  *Other
        Income.* Total
        other income was $215,000 for the quarter ended September 30, 2005 and $190,000
        for the quarter ended September 30, 2004, which represented an increase of
        $25,000 or 13.16% between the reporting periods. The income category “other
        income” increased $24,000 or 48.98% from $49,000 at September 30, 2004 to
        $73,000 at September 30, 2005. Within this category, income contributed from
        fiduciary services increased by $29,000 during the third quarter of 2005
        due to
        collection of fees on an estate settlement in process.
  *Other
        Expense.* Total
        other expense for the quarter ended September 30, 2005 was $1.2 million compared
        to $999,000 for the same period last year, an increase of $167,000 or 16.72%.
        Salaries and employee benefits increased $144,000, or 24.41%, from $590,000
        at
        September 30, 2004 to $734,000 at September 30, 2005. Officer and employee
        salaries increased approximately $56,000, or 11.59%, from $414,000 at September
        30, 2004 to $470,000 at September 30, 2005. The increase was due to merit
        pay
        increases awarded in December 2004 effective January 1, 2005 and additions
        to
        staff. In addition, Mutual Savings Bank started to expense the earned shares
        of
        its RRP during the third quarter of 2005. As of September 30, 2005, the Bank
        recognized $45,000 of RRP expense.
  *Income
        Taxes.* Mutual
        Savings Bank recognized income tax expense of $102,000 for the quarter ended
        September 30, 2005, as compared to $91,000 for the quarter ended September
        30,
        2004, which represents an increase in the effective tax rate from 40.44%
        at
        September 30, 2004 to 41.30% at September 30, 2005.
   14
 **Comparison
        of Operating Results for the Nine Months Ended September 30, 2005 and
        2004**
  *General.* Net
        income for the nine months ended September 30, 2005 was $346,000 compared
        to net
        income of $505,000 for the nine months ended September 30, 2004. The decrease
        of
        $159,000 was primarily the result of increased salaries and employee benefits.
        This category increased $502,000 from $1.7 million for the nine months ended
        September 30, 2004 to $2.2 million for the nine months ended September 30,
        2005,
        or 29.74%.
  The
        pension plan expense increased $87,000, or 114.57% from $77,000 at September
        30,
        2004 to $164,000 at September 30, 2005. The increasing cost of the defined
        benefit plan was a contributing factor in the Board’s decision to freeze the
        Bank’s plan as of May 1, 2005. The ESOP expense for the Bank increased $80,000,
        or 262.26% from $31,000 at September 30, 2004 to $111,000 at September 30,
        2005.
        The officer and employee salaries increased approximately $190,000, or 10.85%,
        from $1.2 million at September 30, 2004 to $1.4 million at September 30,
        2005.
        The increase was due to merit pay increases awarded in December 2004 effective
        January 1, 2005 and additions to staff. In addition, Mutual Savings Bank
        started
        to expense the earned shares of its RRP during the third quarter of 2005.
        As of
        September 30, 2005, the Bank recognized $45,000 of RRP expense.
  *Interest
        Income.* Interest
        income for the nine months ended September 30, 2005 was $5.1 million compared
        to
        $4.5 million for the nine months ended September 30, 2004. The change between
        these reporting periods was an increase of $642,000, which consisted primarily
        of an increase in loan interest income by $369,000. Additionally, investment
        income increased by $226,000, or 1,027.27%, from $22,000 at September 30,
        2004
        to $248,000 at September 30, 2005. Average interest-bearing assets for the
        nine
        months ended September 30, 2005 was $122.3 million, which represented an
        increase of $16.1 million, or 15.12%, from the nine months ended September
        30,
        2004. The yield on those assets decreased from 5.61% at September 30, 2004
        to
        5.58% at September 30, 2005. The yield declined because average investments,
        which yielded 3.14% at September 30, 2005, as a percent of total average
        assets
        increased from 0.02% for the nine months ended September 30, 2004 to 0.09%
        for
        the nine months ended September 30, 2005. Investments as a percentage of
        total
        assets grew faster than average loans outstanding, which yielded 6.12% at
        September 30, 2005, as a percent of total average assets, which declined
        from
        90.00% for the nine months ended September 30, 2004 to 83.79% for the nine
        months ended September 30, 2005. The average yield on loans increased by
        8 basis
        points and the average yield on investments increased 159 basis points. The
        average balances for loans increased $6.9 million to $102.4 million and the
        average balances for investments increased $8.6 million to $10.5 million
        at
        September 30, 2005.
  *Interest
        Expense.* Interest
        expense for the nine months ended September 30, 2005 was $1.6 million compared
        to $1.4 million for the nine months ended September 30, 2004, an increase
        of
        $166,000 or 11.90%. Average interest-bearing liabilities increased to $94.4
        million at September 30, 2005 from $91.9 million at September 30, 2004, with
        the
        average interest rate increasing from 2.02% at September 30, 2004 to 2.20%
        at
        September 30, 2005.
  *Net
        Interest Income.* Net
        interest income of $3.6 million for the nine months ended September 30, 2005
        reflects an increase of $476,000 or 15.47% from the net interest income for
        the
        nine months ended September 30, 2004.
  *Provision
        for Loan Losses.* Mutual
        Savings Bank recorded a negative provision for loan losses of $20,000 during
        the
        nine months ended September 30, 2005, while a $36,000 provision was made
        during
        the nine months ended September 30, 2004. In evaluating the adequacy of loan
        loss allowances, management considers factors such as delinquency trends,
        portfolio composition, past loss experience and other factors such as general
        economic conditions. During the past year, Mutual Savings Bank’s level of
        nonperforming assets increased from $25,000 at September 30, 2004, to $85,000
        at
        September 30, 2005, and the percentage of nonperforming assets to total assets
        increased from 0.02% to 0.07% for the same respective time periods. For the
        nine
        months ended September 30, 2005, Mutual Savings Bank charged off loans net
        of
        recoveries of $53,371 which represents a decrease of $13,857 from the nine
        months ended September 30, 2004.
   15
 *Other
        Income.* Total
        other income was $547,000 for the nine months ended September 30, 2005 and
        $677,000 for the nine months ended September 30, 2004, which represented
        a
        decrease of $130,000 or 19.20% between the reporting periods. The decline
        of
        $110,000 in net gains on loan sales from $174,000 at September 30, 2004 to
        $64,000 at September 30, 2005, was due to the reduction in loans sold during
        the
        comparative reporting periods. During the first nine months of 2004, Mutual
        Savings Bank sold $6.6 million of loans to the secondary market as compared
        to
        $1.7 million during the first nine months of 2005.
  *Other
        Expense.* Other
        expense for the nine months ended September 30, 2005 was $3.5 million compared
        to $2.9 million for the same period last year, an increase of $662,000 or
        23.01%. As previously explained, the salaries and employee benefits increased
        during this period by $502,000, or 29.74%. Professional service fees increased
        $49,000, or 80.33%, from $61,000 at September 30, 2004 to $110,000 at September
        30, 2005. Fees paid to attorneys for general services in the ordinary course
        of
        business increased from $3,000 to $80,000, or 2,611.11%, due primarily to
        the
        costs related to operating as a public company.
  In
        addition, total ATM expense for the nine months ended September 30, 2005
        was
        $82,000 compared to $48,000 for the same period last year, an increase of
        $34,000 or 70.83%. Mutual Savings Bank changed ATM service providers during
        the
        last quarter of 2004 in order to enhance its ATM processing system. These
        upgrades resulted in additional fees paid to the new service
        provider.
  *Income
        Taxes.* Mutual
        Savings Bank recognized income tax expense of $234,000 for the nine months
        ended
        September 30, 2005, as compared to $335,000 for the nine months ended September
        30, 2004, which represents an increase in the effective tax rate from 39.88%
        at
        September 30, 2004 to 40.34% at September 30, 2005.
  
 **Other**
 
 The
        Securities and Exchange Commission maintains a Web site that contains reports,
        proxy information statements, and other information regarding registrants
        that
        file electronically with the Commission, including Third Century. The address
        is http://www.sec.gov .
  
 **Item
        3.**  **Controls
        and Procedures**
 
  A. Evaluation
        of disclosure controls and procedures .
        Third
        Century’s chief executive officer and chief financial officer, after evaluating
        the effectiveness of Third Century’s disclosure controls and procedures (as
        defined in Sections 13a-15(e) and 15d-15(e) of regulations promulgated under
        the
        Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end
        of the most recent fiscal quarter covered by this quarterly report (the
“Evaluation Date”), have concluded that as of the Evaluation Date, Third
        Century’s disclosure controls and procedures were effective in ensuring that
        information required to be disclosed by Third Century in reports it files
        or
        submits under the Exchange Act is recorded, processed, summarized and reported
        within the time periods specified in the Securities and Exchange Commission’s
        rules and forms.
  B. Changes
        in internal control over financial reporting .
        There
        were no changes in Third Century’s internal control over financial reporting
        identified in connection with Third Century’s evaluation of controls that
        occurred during Third Century’s last fiscal quarter that have materially
        affected, or are reasonably likely to materially affect, Third Century’s
        internal control over financial reporting.
   16
 **PART
        II.**  **OTHER
        INFORMATION**
 
 **Item
        1.**   **Legal
        Proceedings**
 
 Third
        Century, from time to time, is a party to routine litigation, which arises
        in
        the normal course of business, such as claims to enforce liens, condemnation
        proceedings on properties in which Mutual Savings Bank holds security interests,
        claims involving the making and servicing of real property loans, and other
        issues incident to the business of Third Century. There were no lawsuits
        pending
        or known to be contemplated against Third Century at September 30, 2005 that
        would have a material effect on Third Century’s operations or
        income.
 
  **Item
        2.**   **Unregistered
        Sales of Equity Securities and Use of Proceeds**
  None.
 
 
 **Item
        3.**   **Defaults Upon Senior Securities**
  None.
 
 
 **Item
        4.**   **Submission
        of Matters to a Vote of Security Holders**
  None.
 
  **Item
        5.**   **Other
        Information**
  None.
 
  **Item
        6.**   **Exhibits**
  The
        exhibits filed as part of this Form 10-QSB are listed in the Exhibit Index,
        which is incorporated by this reference.
  17
 **Signatures**
  
 Pursuant
        to the requirements of the Securities Exchange Act of 1934, as amended, the
        Registrant has duly caused this report to be signed on its behalf by the
        undersigned thereunto duly authorized.
  
 **THIRD
                  CENTURY BANCORP**Date:   November
                  14, 2005
              By:
              /s/
Robert
                D. HeuchanRobert
                  D. Heuchan
                President
                  and Chief Executive OfficerBy:
              /s/
Debra
                K. HarlowDebra
                  K. Harlow
                Chief
                  Financial Officer
 
 
  18
 **Exhibit
        Index**
 
 **Exhibit
                  No.**
              
              **Description**31.1
              
              Rule
                  13a-14(a) Certification of Robert D. Heuchan, President and Chief
                  Executive Officer31.2
              
              Rule
                  13a-14(a) Certification of Debra K. Harlow, Vice President and
                  Chief
                  Financial Officer32.1
              
              Section
                  1350 Certification of Robert D. Heuchan32.2
              
              Section
                  1350 Certification of Debra K.
                  Harlow