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 MARCH 31, 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                            (I.R.S. Employer
   incorporation or organization)                         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:  April 30, 2005 - 1,653,125 common
shares

Transitional Small Business Disclosure Format (Check one):  Yes [  ]     No [X]



                                       1
<PAGE>

                              THIRD CENTURY BANCORP
                                   FORM 10-QSB

                                      INDEX

                                                                        Page No.
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets                           3

           Consolidated Condensed Statements of Income                     4

           Consolidated Condensed Statement of Stockholders' Equity        5

           Consolidated Condensed Statements of Cash Flows                 6

           Notes to Unaudited Consolidated Condensed Financial Statements  7

Item 2.  Management's Discussion and Analysis or Plan of Operation         9

Item 3.  Controls and Procedures                                          12

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings                                              13
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    13
Item 3.    Defaults Upon Senior Securities                                13
Item 4.    Submission of Matters to a Vote of Security Holders            13
Item 5.    Other Information                                              13
Item 6.    Exhibits                                                       13

SIGNATURES                                                                14

EXHIBIT INDEX                                                            E-1

EXHIBITS



                                       2
<PAGE>


PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
<CAPTION>

                                                             THIRD CENTURY BANCORP
                                                     Consolidated Condensed Balance Sheets


                                                                 As of                 As of
                                                            March 31, 2005       December 31, 2004
                                                              (Unaudited)
                                                          --------------------  --------------------
Assets                                                                 (in thousands)
<S>                                                            <C>                     <C>
   Cash and due from banks                                     $       804             $      734
   Interest-bearing demand deposits                                  8,467                 11,323
                                                          --------------------  --------------------
      Cash and cash equivalents                                      9,271                 12,057
   Interest-bearing time deposits                                      400                    200
   Held to maturity securities                                       9,366                 10,455
   Loans, net of allowance for loan losses
      of $1,002 and $1,012                                         100,070                 98,822
   Premises and equipment                                            2,111                  2,136
   Federal Home Loan Bank stock                                      1,030                  1,019
   Interest receivable                                                 571                    483
   Other assets                                                        709                    991
                                                          --------------------  --------------------
         Total assets                                          $   123,528             $  126,163
                                                          ====================  ====================

Liabilities
   Deposits
      Demand                                                   $    10,198             $   11,164
      Savings, NOW and money market                                 39,136                 39,672
      Time                                                          34,883                 35,572
                                                          --------------------  --------------------
         Total deposits                                             84,217                 86,408
   Federal Home Loan Bank Advances                                  16,000                 16,500
   Other liabilities                                                   364                    358
                                                          --------------------  --------------------
         Total liabilities                                         100,581                103,266

Commitments and Contingencies
   Equity Contributed by ESOP                                          100                     64
                                                          --------------------  --------------------

Stockholders' Equity
   Preferred stock, without par value, authorized and
       unissued 2,000,000 shares                                         -                      -
   Common stock, without par value
      Authorized  - 20,000,000  shares
      Issued and outstanding - 1,653,125 shares                     14,290                 14,290
   Retained earnings                                                 8,557                  8,543
                                                          --------------------  --------------------
   Total stockholders' equity                                       22,847                 22,833
                                                          --------------------  --------------------
         Total liabilities and stockholders' equity             $  123,528             $  126,163
                                                          ====================  ====================
</TABLE>


See notes to consolidated condensed financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                             THIRD CENTURY BANCORP
                                                  Consolidated Condensed Statements of Income
                                                                  (Unaudited)
                                                                           Three Months Ended March 31,
                                                                  --------------------------------------------------
                                                                          2005                         2004
                                                                  ---------------------        ---------------------
                                                                          (in thousands, except share data)
Interest income
<S>                                                                     <C>                           <C>
   Loans receivable                                                     $     1,519                   $    1,447
   Investment securities                                                         62                            2
   Federal Home Loan Bank stock                                                  10                           15
   Interest-bearing deposits                                                     50                           10
                                                                  ---------------------        ---------------------
      Total interest income                                                   1,641                        1,474
                                                                  ---------------------        ---------------------

Interest expense
   Deposits                                                                     310                          286
   Federal Home Loan Bank advances                                              162                          180
                                                                  ---------------------        ---------------------
      Total interest expense                                                    472                          466
                                                                  ---------------------        ---------------------

Net interest income                                                           1,169                        1,008
   Provision for loan losses                                                      -                           12
                                                                  ---------------------        ---------------------
Net interest income after provision for loan losses                           1,169                          996
                                                                  ---------------------        ---------------------

Other income
   Service charges on deposit accounts                                           45                           53
   Other service charges and fees                                                66                           47
   Net gains on loan sales                                                       15                           50
   Other income                                                                  43                           52
                                                                  ---------------------        ---------------------
      Total other income                                                        169                          202
                                                                  ---------------------        ---------------------

Other expenses
   Salaries and employee benefits                                               750                          561
   Net occupancy and equipment expenses                                         114                          116
   Data processing fees                                                         101                           97
   Other expenses                                                               240                          200
                                                                  ---------------------        ---------------------
      Total other expenses                                                    1,205                          974
                                                                  ---------------------        ---------------------

Income before income tax                                                        133                          224
   Income tax expense                                                            53                          106
                                                                  ---------------------        ---------------------
Net income                                                              $        80                   $      118
                                                                  =====================        =====================

Weighted average common shares                                                1,653                          n/a

Earnings per share                                                              .05                          n/a

</TABLE>

See notes to consolidated condensed financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                                                             THIRD CENTURY BANCORP
                                            Consolidated Condensed Statement of Stockholders' Equity
                                                                   (Unaudited)
                                                         (Dollar amounts in thousands)




                                                       Common Stock
                                                 Shares                            Retained
                                               Outstanding        Amount           Earnings           Total



<S>                   <C>                        <C>               <C>                <C>            <C>
    Balances, January 1, 2005                    1,653,125         $14,290            $8,543         $22,833
      Net and comprehensive income                                       -                80              80
      Cash dividends declared but not paid
        ($.04 per share outstanding)                                     -               (66)            (66)
                                                              ----------------  ---------------- ----------------
    Balances, March 31, 2005                     1,653,125         $14,290            $8,557         $22,847
                                                              ================  ================ ================

</TABLE>

See notes to consolidated condensed financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                                                             THIRD CENTURY BANCORP
                                                Consolidated Condensed Statements of Cash Flows
                                                                  (Unaudited)

                                                                                  Three Months Ended March 31,
                                                                             ---------------------------------------
                                                                                    2005                 2004
                                                                             -------------------   -----------------
                                                                                         (in thousands)
Operating Activities
<S>                                                                                <C>                 <C>
   Net income                                                                      $      80           $     118
   Adjustments to reconcile net income to net cash provided by operating
     activities
      Provision for loan losses                                                            -                  12
      Depreciation                                                                        48                  46
      Investment securities (accretion) amortization, net                                (11)                  5
      Gain on sale of loans                                                              (15)                (46)
      Loans originated for sale in the secondary market                               (2,265)             (2,959)
      Proceeds from sale of loans in the secondary market                              2,280               3,005
      ESOP compensation expense                                                           36                   -
      Net change in
         Interest receivable                                                             (89)                  8
         Other assets                                                                    281                (341)
         Other liabilities                                                                 7                 (43)
                                                                             -------------------   -----------------
          Net cash provided (used) by operating activities                               352                (195)

Investing Activities
   Purchases of FHLB stock                                                               (11)                (11)
   Purchases of securities held to maturity                                           (2,400)             (1,015)
   Proceeds from maturities of securities held to maturity                             3,500                   -
   Purchase of interest-bearing time deposits                                           (200)                  -
   Net changes in loans                                                               (1,248)              3,664
   Purchases of premises and equipment                                                   (22)                 (2)
                                                                             -------------------   -----------------
          Net cash provided (used) by investing activities                              (381)              2,636

Financing Activities
   Net change in
      Demand and savings deposits                                                     (1,502)              2,041
      Certificate of deposits                                                           (689)                629
   Paid cash dividend on Common Stock                                                    (66)
   Proceeds from FHLB advances                                                             -               1,500
   Payments on FHLB advances                                                            (500)             (4,000)
                                                                             -------------------   -----------------
          Net cash provided (used) by financing activities                            (2,757)                170
                                                                             -------------------   -----------------
Net Change in Cash and Equivalents                                                    (2,786)              2,611

Cash and Cash Equivalents, Beginning of Period                                        12,057               4,739
                                                                             -------------------   -----------------

Cash and Cash Equivalents, End of Period                                           $   9,271           $   7,350
                                                                             ===================   =================

Additional Cash Flows Information
   Interest paid                                                                   $     616           $     580
   Income tax paid (net of refunds)                                                        -                   -
</TABLE>

See notes to consolidated condensed financial statements.

                                       6
<PAGE>


                             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 three-month  period ended March 31,
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.

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


                                       7
<PAGE>


meaningful. Unearned ESOP shares are not considered outstanding for the earnings
per share calculation and Third Century has no potentially  dilutive shares. The
factors used in the earnings per share  computation  for the three months ending
March 31, 2005 were as follows:

                                                      Three Months Ended
                                                        March 31, 2005
Basic:                                                  --------------
          Net income                                        $     80
                                                            ========
          Weighted average common shares                       1,653
                                                            ========
          Basic earnings per common share                   $    .05
                                                            ========



Note 4: Effect of Recent Accounting Pronouncements

     In March 2004, the Emerging  Issues Task Force (EITF)  finalized and issued
EITF 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments (EITF 03-1). EITF 03-1 provides  recognition and measurement
guidance regarding when impairments of equity and debt securities are considered
other-than-temporary   requiring  a  charge  to  earnings,   and  also  requires
additional annual disclosures for investments in unrealized loss positions.  The
additional annual disclosure  requirements were previously issued by the EITF in
November  2003 and were  effective  for the year ended  December  31,  2003.  In
September  2004,  the Financial  Accounting  Standards  Board (FASB) issued FASB
Staff Position (FSP) EITF 03-1-1,  which delays the  recognition and measurement
provisions of EITF 03-1 pending the issuance of further implementation guidance.
We are  currently  evaluating  the  effect of the  recognition  and  measurement
provisions of EITF 03-1.  While our analysis is pending the FASB's  revisions to
EITF 03-1,  we currently  believe the adoption of EITF 03-1 will not result in a
material impact on Third Century's results of operations or financial condition.

     On  December  12,  2003,  the  American   Institute  of  Certified   Public
Accountants issued Statement of Position No. 03-3,  Accounting for Certain Loans
or Debt Securities Acquired in a Transfer (SOP 03-3). SOP 03-3 requires acquired
loans with poor  credit  quality  to be  recorded  at fair  value and  prohibits
carrying over or creation of valuation  allowances in the initial accounting for
the loans.  SOP 03-3 also limits the yield that may be  accreted to income.  SOP
03-3 applies to the purchase of an individual  loan, a pool of loans, a group of
loans, and loans acquired in a business  combination.  SOP 03-3 is effective for
loans  acquired in fiscal years  beginning  after December 31, 2004. SOP 03-3 is
not expected to have a material impact on Third Century's  results of operations
or financial condition.

     In  December,  2004,  the FASB issued an  amendment to SFAS 123 (SFAS 123R)
which   eliminates   the  ability  to  account  for   share-based   compensation
transactions  using Accounting  Principles Board Opinion No. 25,  Accounting for
Stock Issued to Employees,  and generally  requires  that such  transactions  be
accounted for using a fair value-based  method.  SFAS 123R will be effective for
Third Century for the first quarter of 2006.

     SFAS123R  applies to all awards  granted after the required  effective date
and  to  awards  modified,  repurchased,  or  cancelled  after  that  date.  The
cumulative effect of initially applying this Statement, if any, is recognized as
of the required effective date.

     As of the required effective date, Third Century will apply SFAS 123R using
a modified  version of prospective  application.  Under that transition  method,
compensation cost is recognized on or after the required  effective date for the
portion of outstanding  awards for which the requisite  service has not yet been
rendered,  based on the grant-date fair value of those awards  calculated  under
SFAS 123 for either recognition or pro forma disclosures. For periods before the
required



                                       8
<PAGE>

effective date, a company may elect to apply a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis  consistent with the pro forma  disclosures  required for those periods by
SFAS 123.

     Third Century will be required to first report compensation cost under SFAS
123R in the first  quarter of 2006 in the event  stock  options  are  granted or
issued.  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.

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.

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:

     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.

                                       9
<PAGE>

     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.

     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.


                                       10
<PAGE>


Comparison of Financial Condition at March 31, 2005 and December 31, 2004

     Total assets decreased $2.7 million or 2.09% to $123.5 million at March 31,
2005 from  $126.2  million  at  December  31,  2004.  Cash and cash  equivalents
decreased  $2.8  million or 23.11%  during the quarter.  In January,  a business
customer,  in the normal course of its  business,  withdrew  approximately  $4.0
million,   previously   on  deposit  as  of   December   31,   2004,   from  its
non-interest-bearing checking account.

     Total  liabilities  decreased  $2.7  million or 2.52% to $100.6  million at
March 31, 2005 from $103.3  million at December  31,  2004.  During the quarter,
balances in the demand  deposit  accounts,  savings  accounts,  including  money
market and NOW  accounts,  and time deposits  declined by an aggregate  total of
$2.2  million  or 2.54% to $84.2  million  at March 31,  2005.  This  decline in
balances included the customer withdrawal described in the preceding paragraph.

     Total  equity  increased  from $22.8  million at December 31, 2004 to $22.9
million at March 31,  2005,  representing  an increase of $14,000 or 0.06%.  The
equity  contributed by the ESOP  increased  $36,000 from $64,000 at December 31,
2004 to $100,000 at March 31, 2005.


Comparison  of  Operating  Results for the Three Months Ended March 31, 2005 and
2004


     General.  Net income  for the  quarter  ended  March 31,  2005 was  $80,000
compared to net income of $118,000  for the quarter  ended March 31,  2004.  The
decrease of $38,000 was primarily the result of increased  salaries and employee
benefits.  This category  increased $189,000 from $561,000 for the quarter ended
March 31, 2004 to $750,000 for the quarter ended March 31, 2005, or 33.69%.

     Officer and employee salaries increased  approximately  $80,000, or 19.60%,
from $408,000 at March 31, 2004 to $488,000 at March 31, 2005.  The increase was
due to the addition of a Compliance  Officer and a Staff  Accountant in response
to the additional  regulatory burden place upon public  companies.  In addition,
the  contributions  paid to the  employee  pension  plan  increased  $41,000  or
161.01%.  Also, in July 2004,  the Bank  recorded the monthly  release of shares
from its ESOP trust, which resulted in expense of approximately  $39,000 for the
quarter ended March 31, 2005.

     As of May 1,  2005,  the Bank  froze  the  multi-employer  defined  benefit
pension plan as a cost-control  measure for the future. No additional  liability
was incurred as a result of this action.

     Interest  Income.  Interest income for the quarter ended March 31, 2005 was
$1.6 million  compared to $1.5 million for the quarter ended March 31, 2004. The
change  between  these  reporting  periods was an increase  of  $167,000,  which
consisted  primarily  of  an  increase  in  loan  interest  income  by  $72,000.
Investment  income increased by $60,000 and interest income on  interest-bearing
deposits increased $40,000 during the quarter.  Average  interest-bearing assets
for the quarter  ended March 31, 2005 was $119  million,  which  represented  an
increase of $14.2 million or 13.52%,  from the quarter ended March 31, 2004. The
yield on those assets  decreased  from 5.60% at March 31, 2004 to 5.49% at March
31, 2005. The average yield on loans  increased by 16 basis points,  the average
yield on interest-bearing deposits increased by 146 basis points and the average
yield on investments  increased 130 basis points. The average balances for loans
increased   $2.1   million  to  $99.0   million,   the  average   balances   for
interest-bearing deposits increased $2.3 million to $9.2 million and the average
balances  for  investments  increased  $9.2 million to $9.9 million at March 31,
2005.

     Interest Expense. Interest expense for the quarter ended March 31, 2005 was
$472,000  compared to $466,000 for the quarter ended March 31, 2004, an increase
of $6,000 or 1.29%.  Average  interest-bearing  liabilities  increased  to $94.6
million from $93.7 million, with the average interest rate remaining constant at
1.99% for both of the comparative quarters.


                                       11
<PAGE>

     Net Interest  Income.  Net interest  income of $1.2 million for the quarter
ended  March 31,  2005  reflects  an increase of $200,000 or 15.97% from the net
interest income for the quarter ended March 31, 2004.

     Provision  for Loan  Losses.  Mutual  Savings  Bank did not allocate to its
provision for loan losses for the quarter ended March 31, 2005,  while a $12,000
provision was made during the quarter  ended March 31, 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  decreased from $508,000 at March
31,  2004,  to $203,000 at March 31, 2005 and the  percentage  of  nonperforming
assets to total  assets  decreased  from 0.48% to 0.16% for the same  respective
time periods.  For the quarter ended March 31, 2005, Mutual Savings Bank charged
off loans net of recoveries  of $10,287  which  represents a decrease of $23,113
from the quarter ended March 31, 2004.

     Other  Income.  Other income was  $169,000 for the quarter  ended March 31,
2005 and $202,000  for the quarter  ended March 31, 2004,  which  represented  a
decrease of $33,000 or 16.34%  between  the  reporting  periods.  The decline of
$35,000 in net gains on loan sales from  $50,000 at the quarter  ended March 31,
2004 to $15,000 at the quarter ended March 31, 2005, was due to the reduction in
loans sold during the  comparative  reporting  periods.  In the first quarter of
2004,  Mutual Savings Bank sold $3.0 million of loans to the secondary market as
compared to $2.3 million in the first quarter of 2005.

     Other Expense.  Other expense for the quarter ended March 31, 2005 was $1.2
million  compared  to $974,000  for the same  period  last year,  an increase of
$231,000 or 23.72%. As previously explained,  the salaries and employee benefits
increased during this period by $189,000, or 33.69%.

     Income Taxes.  Mutual Savings Bank recognized income tax expense of $53,000
for the quarter  ended March 31,  2005,  as compared to $106,000 for the quarter
ended March 31, 2004, which represents a decrease in the effective tax rate from
47.32% to 39.85%.


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),  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  adequate  and  are  designed  to  ensure  that  material
information  relating to Third  Century  would be made known to such officers by
others within Third Century on a timely basis.

     B. Changes in internal controls. There were no significant 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.

                                       12
<PAGE>


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, 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.

On April 14, 2005, Mutual Savings Bank executed the First Amendment to the Third
Century  Bancorp   Employee  Stock  Ownership  Plan  and  Trust  Agreement  (the
"Amendment").  The Amendment  modifies the Third Century Bancorp  Employee Stock
Ownership Plan and Trust  Agreement  (the "Plan") to change the mandatory  small
benefit  cashout  threshold  from $5,000 to $1,000,  effective  with  respect to
distributions  of benefits on or after March 28, 2005.  A copy of the  Amendment
accompanies  this  Report as  Exhibit  10.3 and is  incorporated  herein by this
reference.


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.



                                       13
<PAGE>



                                   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 16, 2005                   By: /s/ Robert D. Heuchan
                                           ------------------------------------
                                           Robert D Heuchan
                                           President and Chief Executive Officer



Date:    May 16, 2005                   By: /s/ Debra K. Harlow
                                           -------------------------------------
                                           Debra K. Harlow
                                           Chief Financial Officer

                                       14
<PAGE>

                                  Exhibit Index

Exhibit No.                            Description
-----------    -----------------------------------------------------------------
   10.1        Purchase  Agreement  between  Mutual  Savings  Bank and Thomas A.
               Grant, Inc.

   10.2        Real Estate Proposition between Mutual Savings Bank and J. Andrew
               Woods


   10.3        First  Amendment  to the Third  Century  Bancorp  Employee  Stock
               Ownership Plan and Trust Agreement

   31.1        Rule 13a-14(a) Certification of Robert D. Heuchan,  President and
               Chief Executive Officer

   31.2        Rule 13a-14(a)  Certification of Debra K. Harlow,  Vice President
               and Chief Financial Officer

   32.1        Section 1350 Certification of Robert D. Heuchan

   32.2        Section 1350 Certification of Debra K. Harlow



                                       E-1