**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      one)





ý
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,
                2006





OR





o
            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)





Check
      whether the Issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve
      months (or for such shorter period that the registrant was required to file
      such
      reports) and (2) has been subject to such requirements for the past 90
      days.


YES ý  NO o





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES o  NO ý





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: April 30, 2006 - 1,653,125 common shares





Transitional
      Small Business Disclosure Format (Check one): Yes o No ý


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
            14PART
                II.
            OTHER
                INFORMATI ON
            14Item
                1.
            Legal
                Proceedings
            14Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            14Item
                3.
            Defaults
                Upon Senior Securities
            15Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            15Item
                5.
            Other
                Information
            15Item
                6.
            Exhibits
            15SIGNATURES
            
            16EXHIBIT
                INDEX
            
            E-1EXHIBITS


2


**PART
      I.**  **FINANCIAL
      INFORMATION**


**Item
      1.**   **Financial
      Statements**





**THIRD
      CENTURY BANCORP**


Consolidated
      CondensedBalance Sheets





**As
                of**
            
            **As
                of****March
                31, 2006**
              **(Unaudited)**
            
            **December
                31, 2005****Assets**
            
            (in
                thousands)Cash
                and due from banks
            
            $
            408
            
            $
            602Interest-earning
                demand deposits
            
            
            4,531
            
            
            7,251Cash
                and cash equivalents
            
            
            4,939
            
            
            7,853Interest-earning
                time deposits
            
            
            --
            
            
            200Held
                to maturity securities
            
            
            8,132
            
            
            9,210Loans,
                net of allowance for loan losses of $942 and $926
            
            
            109,003
            
            
            105,557Premises
                and equipment
            
            
            3,144
            
            
            2,897Federal
                Home Loan Bank stock
            
            
            1,041
            
            
            1,041Interest
                receivable
            
            
            588
            
            
            592Other
                assets
            
            
            780
            
            
            797Total
                assets
            
            $
            127,627
            
            $
            128,147**Liabilities**DepositsDemand
            
            $
            10,354
            
            $
            10,215Savings,
                NOW and money market
            
            
            44,958
            
            
            44,264Time
            
            
            33,584
            
            
            34,129Total
                deposits
            
            
            88,896
            
            
            88,608Federal
                Home Loan Bank advances
            
            
            15,500
            
            
            16,500Other
                liabilities
            
            
            3,835
            
            
            486Total
                liabilities
            
            
            108,231
            
            
            105,594**Commitments
                and Contingencies****Equity
                Contributed by ESOP**
            
            
            237
            
            
            203**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
            
            
            13,552
            
            
            14,290Unearned
                RRP shares
            
            
            --
            
            
            (778
            )Retained
                earnings
            
            
            5,607
            
            
            8,838Total
                stockholders' equity
            
            
            19,159
            
            
            22,350Total
                liabilities and stockholders’ equity
            
            $
            127,627
            
            $
            128,147








See
      notes
      to consolidated condensed financial statements.


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          to Index*
 3


**THIRD
      CENTURY BANCORP**


Consolidated
      Condensed Statements of Income


(Unaudited)





**Three
                Months Ended**
              **March
                31,****2006**
            
            **2005**(in
                thousands)**Interest
                income**Loans
                receivable
            
            $
            1,682
            
            $
            1,519Investment
                securities
            
            
            92
            
            
            62Federal
                Home Loan Bank stock
            
            
            14
            
            
            10Interest-earning
                deposits
            
            
            47
            
            
            50Total
                interest income
            
            
            1,835
            
            
            1,641**Interest
                expense**Deposits
            
            
            480
            
            
            310Federal
                Home Loan Bank advances
            
            
            160
            
            
            162Total
                interest expense
            
            
            640
            
            
            472**Net
                interest income**
            
            
            1,195
            
            
            1,169Provision
                for loan losses
            
            
            15
            
            
            --**Net
                interest income after provision for loan losses**
            
            
            1,180
            
            
            1,169**Other
                income**Service
                charges on deposit accounts
            
            
            74
            
            
            45Other
                service charges and fees
            
            
            70
            
            
            66Net
                gains on loan sales
            
            
            19
            
            
            15Other
                income
            
            
            57
            
            
            43Total
                other income
            
            
            220
            
            
            169**Other
                expenses**Salaries
                and employee benefits
            
            
            733
            
            
            750Net
                occupancy and equipment expenses
            
            
            110
            
            
            114Data
                processing fees
            
            
            105
            
            
            101Professional
                Services
            
            
            26
            
            
            37ATM
                Expense
            
            
            29
            
            
            25Other
                expenses
            
            
            164
            
            
            178Total
                other expenses
            
            
            1,167
            
            
            1,205**Income
                before income tax**
            
            
            233
            
            
            133Income
                tax expense
            
            
            90
            
            
            53**Net
                income**
            
            $
            143
            
            $
            80Weighted
                average common shares - basic
            
            
            1,472
            
            
            1,530Weighted
                average common shares- diluted
            
            
            1,472
            
            
            1,530Earnings
                per share - basic
            
            $
            0.10
            
            $
            0.05Earnings
                per share - diluted
            
            $
            0.10
            
            $
            0.05





See
      notes
      to consolidated condensed financial statements.





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          to Index*
 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, 2006**
            
            
            1,653,125
            
            $
            14,290
            
            $
            (778
            )
            $
            8,838
            
            $
            22,350Net
                and comprehensive income
            
            
            --
            
            
            --
            
            
            --
            
            
            143
            
            
            143Reclassification
                of unearned compensation upon adoption
              of
                SFAS 123 (R)
            
            
            --
            
            
            (778
            )
            
            778
            
            
            --
            
            
            --Amortization
                of RRP
            
            
            --
            
            
            40
            
            
            --
            
            
            --
            
            
            40Return
                of capital declared ($2.00 per share)
            
            
            --
            
            
            --
            
            
            --
            
            
            (3,306
            )
            
            (3,306
            )Dividends
                paid ($.04 per share outstanding)
            
            
            --
            
            
            --
            
            
            --
            
            
            (68
            )
            
            (68
            )**Balance,
                March 31, 2006**
            
            
            1,653,125
            
            $
            13,552
            
            $
            ---
            
            $
            5,607
            
            $
            19,159





See
      notes
      to consolidated condensed financial statements.





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          to Index*
 5


**THIRD
      CENTURY BANCORP**


Consolidated
      Condensed Statements of Cash Flows


(Unaudited)




**Three
                Months Ended March 31,****2006**
            
            **2005**(in
                thousands)**Operating
                Activities**Net
                income
            
            $
            143
            
            $
            80Adjustments
                to reconcile net income to net cash provided by operating
                activitiesProvision
                for loan losses
            
            
            15
            
            
            --Depreciation
            
            
            44
            
            
            48Investment
                securities (accretion) amortization, net
            
            
            4
            
            
            (11
            )Capitalization
                of mortgage servicing rights
            
            
            (14
            )
            
            (7
            )Gain
                on sale of loans
            
            
            (19
            )
            
            (15
            )Loans
                originated for sale in the secondary market
            
            
            (1,022
            )
            
            (2,265
            )Proceeds
                from sale of loans in the secondary market
            
            
            1,041
            
            
            2,280RRP
                compensation expense
            
            
            40
            
            
            --ESOP
                compensation expense
            
            
            34
            
            
            36Net
                change inInterest
                receivable
            
            
            5
            
            
            (89
            )Other
                assets
            
            
            32
            
            
            288Other
                liabilities
            
            
            43
            
            
            7Net
                cash provided (used) by operating activities
            
            
            346
            
            
            352**Investing
                Activities**Purchases
                of FHLB stock
            
            
            --
            
            
            (11
            )Purchases
                of securities held to maturity
            
            
            (1,000
            )
            
            (2,400
            )Proceeds
                from maturities of securities held to maturity
            
            
            2,074
            
            
            3,500Purchase
                of interest-bearing time deposits
            
            
            --
            
            
            (200
            )Proceeds
                from maturities of interest-bearing time deposits
            
            
            200
            
            
            --Net
                changes in loans
            
            
            (3,461
            )
            
            (1,248
            )Purchases
                of premises and equipment
            
            
            (292
            )
            
            (22
            )Net
                cash provided (used) by investing activities
            
            
            (2,479
            )
            
            (381
            )**Financing
                Activities**Net
                change inDemand
                and savings deposits
            
            
            834
            
            
            (1,502
            )Certificate
                of deposits
            
            
            (547
            )
            
            (689
            )Paid
                cash dividend on common stock
            
            
            (68
            )
            
            (66
            )Proceeds
                from FHLB advances
            
            
            1,000
            
            
            --Payments
                on FHLB advances
            
            
            (2,000
            )
            
            (500
            )Net
                cash provided (used) by financing activities
            
            
            (781
            )
            
            (2,757
            )**Net
                Change in Cash and Equivalents**
            
            
            **(2,914**
            **)**
            
            **(2,786**
            **)****Cash
                and Cash Equivalents, Beginning of Period**
            
            
            **7,853**
            
            
            **12,057****Cash
                and Cash Equivalents, End of Period**
            
            **$**
            **4,939**
            
            **$**
            **9,271****Additional
                Cash Flows Information**Interest
                paid
            
            $
            634
            
            $
            471Income
                tax paid (net of refunds)
            
            $
            30
            
            $
            --**Noncash
                Activity**Return
                of capital declared March 16, 2006 not paid until May 8,
                2006
            
            $
            3,306
            
            $
            --See
                notes to consolidated condensed financial statements.


*Back
          to Index*
 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’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. 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. Mutual conducts business primarily in Johnson County and surrounding
      counties. Mutual attracts deposits from the general public and originates loans
      for consumer, residential and commercial purposes. Mutual’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 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
      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 for the fiscal year ended
      December 31, 2005 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 three-month period ended March 31, 2006, 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, 2005
      has been derived from the audited consolidated balance sheet of Third Century
      as
      of that date.




Note
      2: Change in Accounting Principle




Effective
      January 1, 2006, Third Century adopted Statement of Financial Accounting
      Standards No.
      123(R), *Share−Based
      Payment* ("SFAS
      123(R)"). SFAS 123(R) addresses all forms of share−based payment awards,
      including shares under employee stock purchase plans, stock options, restricted
      stock, and stock appreciation rights. SFAS 123(R) requires all share-based
      payments to be recognized as expense, based upon their fair values, in the
      financial statements over the vesting period of the awards. Third Century has
      elected the modified prospective application and, as a result, has recorded
      no
      compensation expense as all outstanding options were fully vested at December
      31, 2005. Prior to the adoption of SFAS 123(R), Third Century accounted for
      its
      stock options in accordance with Accounting Principles Board Opinion (APB)
      No.
      25, “Accounting for Stock Issued to Employees.” All options were granted with an
      exercise price equal to the fair value of the stock at the date of grant and
      accordingly, no compensation expense was recognized. Certain disclosures
      required by SFAS 123(R) have been omitted due to their immaterial nature. Prior
      to the adoption of SFAS 123(R), unearned compensation related to the RRP shares
      was classified as a separate component of stockholders’ equity. In accordance
      with SFAS 123(R), on January 1, 2006, the balance in unearned compensation
      was
      reclassified to the appropriate equity accounts.




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          to Index*
 7


Note
      3. 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. 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. During the first quarter
      of
      2006, there was no activity related to the option plan.




Note
      4: Principles of Consolidation




The
      consolidated financial statements include the accounts of Third Century, Mutual
      and Financial. All significant intercompany balances and transactions have
      been
      eliminated in the accompanying consolidated financial statements.




Note
      5: Earnings Per Share




Earnings
      per share is computed based upon the weighted average common shares outstanding
      during the period. 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 months ending March 31, 2006 and March 31, 2005:




**Three
                Months Ended**
              **March
                31,**
            
            **Three
                Months Ended**
              **March
                31,****2006**
            
            **2005**Basic:Net
                income
            
            $
            143
            
            $
            80Weighted
                average common shares
              outstanding
            
            
            1,472
            
            
            1,530Basic
                earnings per common share
            
            $
            0.10
            
            $
            0.05Diluted:Net
                Income
            
            $
            143
            
            $
            80Weighted
                average common shares
              outstanding
            
            
            1,472
            
            
            1,530Add:
                Dilutive effects of assumed
              exercises of stock options
            
            
            -
            
            
            -Average
                shares and dilutive
              potential
                common shares
            
            
            1,472
            
            
            1,530Diluted
                earnings per common share
            
            $
            0.10
            
            $
            0.05




Note
      6: Effect of Recent Accounting Pronouncements




The
      FASB
      has issued a proposed amendment to SFAS No. 128, Earnings Per Share, to clarify
      guidance for mandatory convertible instruments, the treasury stock method,
      contingently issuable shares, and contracts that may be settled in cash or
      shares. The primary impact on Third Century of the proposed Statement is the
      change to the treasury stock method for year-to-date diluted earnings per share.




Currently,
      SFAS No. 128 requires that the number of incremental shares included in the
      denominator be determined by computing a year-to-date weighted average of the
      number of incremental shares included in each quarterly diluted EPS computation.
      Under the proposed amendment to SFAS




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          to Index*
 8


128,
      the
      number of incremental shares included in year-to-date diluted earnings per
      share
      would be computed using the average market price of common shares for the
      year-to-date period, independent of the quarterly computations. This
      computational change is not expected to have a significant impact on the Third
      Century’s diluted earnings per share.




In
      March
      2006, the Financial Accounting Standards Board (FASB) issued Statement of
      Financial Accounting Standard (SFAS) No. 156. This Statement amends SFAS 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities,* with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities.




SFAS
      No.
      156 requires an entity to initially recognize a servicing asset or servicing
      liability at fair value each time it undertakes an obligation to service a
      financial asset by entering into a servicing contract in other specific
      situations.




In
      addition, SFAS No. 156 permits an entity to choose either of the following
      subsequent measurement methods for each class of separately recognized servicing
      assets and servicing liabilities:




·
            Amortization
                method—Amortize servicing assets or servicing liabilities in proportion
                to
                and over the period of estimated net servicing income or net servicing
                loss and assess servicing assets or servicing liabilities for impairment
                or increased obligation based on fair value at each reporting date.




·
            Fair
                value measurement method—Measure servicing assets or servicing liabilities
                at fair value at each reporting date and report changes in fair value
                in
                earnings in the period in which the changes occur.




SFAS
      No.
      156 is effective at the beginning of an entity’s first fiscal year that begins
      after September 15, 2006 and should be applied prospectively for recognition
      and
      initial measurement of servicing assets and servicing liabilities. Earlier
      adoption is permitted as of the beginning of an entity’s fiscal year, provided
      the entity has not yet issued financial statements, including interim financial
      statements, for any period of that fiscal year.




Third
      Century did not early adopt SFAS No. 156 on January 1, 2006. Management is
      currently evaluating the effect of adoption of this Statement on Third Century’s
      financial condition or results of operations.




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, began in the fourth
      quarter of 2005. The board of Mutual awarded a contract to Waugh Company for
      the
      construction of the Franklin Central Branch in southeast Marion County. In
      addition, the Bank 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 represented estimated construction costs to the Bank
      as
      follows:




Land
                acquisition
            
            $
            407,550Waugh
                & Company
            
            $
            766,322Diebold,
                Inc.
            
            $
            92,179PrinceAlexander
            
            $
            67,688Total
            
            $
            1,333,739


The
      Franklin Central Branch is scheduled to open on or about June 1,
      2006.





Note
      7. Reclassifying Entries to the Consolidated Condensed Financial Statements




A
      reclassifying entry was made to the consolidated condensed financial statements
      for the three months ended March 31, 2005 to better conform to the financial
      statement presentation of  the
      three
      months ended March 31, 2006. The entry reclassified $12,000 of legal expenses
      from other expenses to professional services.




*Back
          to Index*
 9




**Item
      2.**   **Management’s
      Discussion and Analysis or Plan of
      Operations**





**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:




(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.


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(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, 2005. 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:




**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.




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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 the allowance, consideration is given to this regional geographic
      concentration and the closely associated effect changing economic conditions
      have on Mutual’s customers.




**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 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 March 31, 2006 and December 31,
      2005**





Total
      assets decreased $520,000 or 0.41% to $127.6 million at March 31, 2006 from
      $128.1 million at December 31, 2005. Cash and cash equivalents decreased $2.9
      million or 37.11% and held to maturity securities decreased $1.1 million or
      11.70% to fund loans during the quarter. Total net loans outstanding grew by
      $3.4 million or 3.26% from $105.6 million as of December 31, 2005 to $109.0
      million as of March 31, 2006. The majority of this loan growth consists of
      installment loans ($1.4 million or 41.18%) secured by receivables and
      inventories of commercial businesses.




Total
      liabilities increased by $2.6 million or 2.50% to $108.2 million at March 31,
      2006 from $105.6 million at December 31, 2005. On March 16, 2006, the board
      of
      directors approved a $2.00 per share return of capital for the shareholders
      of
      record as of April 20, 2006, payable May 8, 2006. During the quarter, the Bank
      paid off $2.0 million in advances and borrowed an additional $1.0 million to
      meet the daily operational cash flow needs during the quarter, which resulted
      in
      a net decrease in Federal Home Loan Bank advances of $1.0 million or 6.06%.
      Total deposits increased $288,000 or 0.33% to $88.9 million at March 31, 2006
      from $88.6 million at December 31, 2005.




Total
      equity decreased to $19.2 million at March 31, 2006 from $22.4 million at
      December 31, 2005, representing a decrease of $3.2 million or 14.28%. The $3.3
      million return of capital was recognized by the Bank as a reduction of retained
      earnings as of March 16, 2006 and represented a significant portion of the
      decrease. The equity contributed by the ESOP increased $34,000 to $237,000
      at
      March 31, 2006 from $203,000 at December 31, 2005. Third Century paid
      year-to-date cash dividends of $68,000.


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**Comparison
      of Operating Results for the Three Months Ended March 31, 2006 and
      2005**




*General.* Net
      income for the quarter ended March 31, 2006 was $143,000 compared to net income
      of $80,000 for the quarter ended March 31, 2005. Net interest income increased
      $26,000 or 2.22% and other income increased $51,000 or 30.18% while other
      expense decreased by $38,000 or 3.15%. See the following subsections for further
      discussion of these changes.




*Interest
      Income.* Interest
      income for the quarter ended March 31, 2006 was $1.8 million compared to $1.6
      million for the quarter ended March 31, 2005. The increase during the
      comparative periods reflected an increase of $194,000, which consisted primarily
      of an increase in interest income on loans by $163,000 or 10.73%. Additionally,
      investment income increased by $30,000, or 48.39%, to $92,000 at March 31,
      2006
      from $62,000 at March 31, 2005. Although the Bank experienced a decrease of
      $2.7
      million in its interest-earning deposits, the interest income on deposits
      decreased by only $3,000 or 6% to $47,000 at March 31, 2006




Average
      interest-earning assets for the quarter ended March 31, 2006 was $122.9 million,
      which represented an increase of $3.5 million or 2.89%, from the quarter ended
      March 31, 2005. The yield on those assets increased to 5.97% at March 31, 2006
      from 5.49% at March 31, 2005. The average yield on loans increased by 11 basis
      points and the average yield on investments increased 148 basis points. The
      average balances for loans increased $8.5 million to $107.6 million while the
      average balances for investments decreased $648,000 to $9.2 million at March
      31,
      2006. The Bank’s average interest earning deposits declined $4.1 million during
      the quarter, but the average yield increased by 164 basis points, resulting
      in a
      decrease of $3,000 in net income.




*Interest
      Expense.* Interest
      expense for the quarter ended March 31, 2006 was $640,000 compared to $472,000
      for the quarter ended March 31, 2005, an increase of $168,000 or 35.59%. Average
      interest-bearing liabilities decreased to $94.1 million at March 31, 2006 from
      $94.6 million at March 31, 2005, with the average interest rate increasing
      to
      2.72% at March 31, 2006 from 1.99% at March 31, 2005.




*Net
      Interest Income.* Net
      interest income of $1.2 million for the quarter ended March 31, 2006 reflects
      a
      $26,000 or 2.22% change from the net interest income for the quarter ended
      March
      31, 2005.




*Provision
      for Loan Losses.* Mutual
      Savings Bank recorded a provision for loan losses of $15,000 during the quarter
      ended March 31, 2006, while no provision was made during the quarter ended
      March
      31, 2005. 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 to
      $243,000 at March 31, 2006 from $203,000 at March 31, 2005 and the percentage
      of
      nonperforming assets to total assets increased to 0.19% from 0.16% for the
      same
      respective time periods. For the quarter ended March 31, 2006, Mutual Savings
      Bank recorded net recoveries of $1,000 and recorded net charge offs of $10,000
      for the quarter ended March 31, 2005.




*Other
      Income.* Total
      other income was $220,000 for the quarter ended March 31, 2006 and $169,000
      for
      the quarter ended March 31, 2005, which represented an increase of $51,000
      or
      30.18%. The service charges on deposit accounts for the quarter ended March
      31,
      2006 was $74,000 as compared to $45,000 for the quarter ended March 31, 2005,
      which represented an increase of $29,000 or 64.44%. This increase resulted
      from
      the Bank implementing changes to its deposit fee structure.




*Other
      Expense.* Total
      other expense for the quarters ended March 31, 2006 and 2005 was $1.2 million.
      Salaries and employee benefits decreased $17,000 or 2.27% to $733,000 for the
      three months ended March 31, 2006 from $750,000 for the three months ended
      March
      31, 2005. Some of the more significant components that contributed to the
      decrease included the following: a decrease in officer and employee salaries
      of
      $12,000 or 2.5% due to a salary expense adjustment taken in 2005; a decrease
      in
      retirement contributions of $40,000 or 59.83% due to the freezing of the defined
      benefit plan on May 1, 2005; and, a decrease in employer 401(k) expense of
      $12,000 or 47.36% as the Bank decreased its matching contribution from 100%
      on
      the first 8% of gross salaries to 50% on the first 8% of gross




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salaries.
      These decreases in expense between the quarters ended March 31, 2006 versus
      March 31, 2005 were offset by the $41,000 of RRP expense recognized during
      the
      quarter ended March 31, 2006. Mutual Savings Bank started to expense the earned
      shares of its RRP during the third quarter of 2005.




In
      addition, other expenses decreased $26,000 or 13.68% to $164,000 for the quarter
      ended March 31, 2006 from $190,000 for the quarter ended March 31, 2005. The
      largest contributor to the decrease was $12,000 of legal expenses misclassified
      as other expense in the first quarter 2005 which was adjusted in the second
      quarter of 2005. In addition, the Bank recorded approximately $8,000 in losses
      due to check fraud.




*Income
      Taxes.* Mutual
      Savings Bank recognized income tax expense of $90,000 for the quarter ended
      March 31, 2006, as compared to $53,000 for the quarter ended March 31, 2005,
      which represents a decrease in the effective tax rate to 38.63% at March 31,
      2006 from 39.85% at March 31, 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.




**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 March 31, 2006 that would
      have a material effect on Third Century’s operations or income.




**Item
      2.**   **Unregistered
      Sales of Equity Securities and Useof Proceeds**




None.


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**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.







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**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:May
                  11, 2006
              By:
              /s/
                Robert D. HeuchanRobert
                  D. Heuchan
                President
                  and Chief Executive OfficerBy:
              /s/
                Debra K. HarlowDebra
                  K. Harlow
                Chief
                  Financial Officer








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 16


**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




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E-1