SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (Mark one)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004 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:  October 31, 2004 - 1,653,125 common
shares

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

<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             8

Item 3.  Controls and Procedures                                              13

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>
<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                              THIRD CENTURY BANCORP
                      Consolidated Condensed Balance Sheets


                                                          September 30,     December 31,
                                                              2004              2003
                                                           (Unaudited)
                                                                  (in thousands)
<S>                                                        <C>                <C>
Assets
   Cash and due from banks                                 $   4,278          $     780
   Interest-bearing demand deposits                           10,558              3,959
                                                          --------------------------------
      Cash and cash equivalents                               14,836              4,739
   Interest-bearing time deposits                                200                  0
   Held to maturity securities                                 5,692                689
   Loans, net of allowance for loan
      losses of $1,024 and $1,055                             96,583             96,955
   Premises and equipment                                      2,105              2,082
   Federal Home Loan Bank stock                                1,009                975
   Interest receivable                                           502                463
   Other assets                                                  764                658
                                                          --------------------------------
         Total assets                                      $ 121,691          $ 106,561
                                                          --------------------------------
Liabilities
   Deposits
      Demand                                               $   8,044          $   6,989
      Savings, NOW and money market                           37,879             35,779
      Time                                                    35,424             35,940
                                                          --------------------------------
         Total deposits                                       81,347             78,708
   Federal Home Loan Bank Advances                            17,000             19,500
   Other liabilities                                             591                313
                                                          --------------------------------
         Total liabilities                                    98,938             98,521
                                                          --------------------------------
Commitments and Contingencies

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               15,741                  -
   Retained earnings                                           8,479              8,040
   Unearned ESOP                                              (1,467)                 -
                                                          --------------------------------
   Total stockholders' equity                                 22,753              8,040
                                                          --------------------------------
         Total liabilities and stockholders' equity        $ 121,691          $ 106,561
                                                          ================================


See notes to consolidated condensed financial statements.




                                       3

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                           THIRD CENTURY BANCORP
                                                Consolidated Condensed Statements of Income
                                                                (Unaudited)


                                                                         Nine Months Ended            Three Months Ended
                                                                            September 30,                September 30,
                                                                                          (in thousands)

                                                                  ----------------------------------------------------------
                                                                         2004          2003          2004          2003
                                                                  ----------------------------------------------------------
<S>                                                                     <C>          <C>            <C>          <C>
Interest income
   Loans receivable                                                     $ 4,333      $ 4,408        $ 1,437      $ 1,497
   Investment securities                                                     22           60             18           10
   Federal Home Loan Bank stock                                              37           26             11            8
   Interest-bearing deposits                                                 79           29             47            5
                                                                  ----------------------------------------------------------
      Total interest income                                               4,471        4,523          1,513        1,520
                                                                  ----------------------------------------------------------

Interest expense
   Deposits                                                                 865        1,047            291          319
   Federal Home Loan Bank advances                                          530          427            176          162
                                                                  ----------------------------------------------------------
      Total interest expense                                              1,395        1,474            467          481
                                                                  ----------------------------------------------------------

Net interest income                                                       3,076        3,049          1,046        1,039
   Provision for loan losses                                                 36            -             12            -
                                                                  ----------------------------------------------------------
Net interest income after provision for loan losses                       3,040        3,049          1,034        1,039
                                                                  ----------------------------------------------------------

Other income
   Service charges on deposit accounts                                      164          141             56           50
   Other service charges and fees                                           153          168             49           49
   Net gains on loan sales                                                  174           56             36           27
   Other income                                                             186          163             49           64
                                                                  ----------------------------------------------------------
      Total other income                                                    677          528            190          190
                                                                  ----------------------------------------------------------

Other expenses
   Salaries and employee benefits                                         1,688        1,553            590          555
   Net occupancy and equipment expenses                                     331          304            110          105
   Data processing fees                                                     303          277            103           90
   Service bureau conversion expense                                          -           89              -           33
   Other expenses                                                           555          565            196          196
                                                                  ----------------------------------------------------------
      Total other expenses                                                2,877        2,788            999          979
                                                                  ----------------------------------------------------------

Income before income tax                                                    840          789            225          250
   Income tax expense                                                       335          308             91          103
                                                                  ----------------------------------------------------------

Net income                                                              $   505      $   481        $   134      $   147
                                                                  ==========================================================

Weighted average common shares                                                                        1,522

Earnings per share                                                                                      .09


See notes to consolidated condensed financial statements.





                                       4

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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




                                               Common Stock
                                           Shares                     Retained     Unearned
                                        Outstanding      Amount       Earnings       ESOP         Total
                                        -----------------------------------------------------------------
<S>                   <C>                                               <C>                         <C>
    Balances, January 1, 2004                    -            -         8,040           -           8,040
      Net and comprehensive income               -            -           505           -             505
      Cash dividends declared but
        not paid                                 -            -           (66)          -             (66)
      Proceeds from stock issued in
        conversion, net of costs         1,653,125       15,741             -           -          15,741

      Contribution to ESOP                       -            -             -      (1,467)         (1,467)
                                        ----------      -------       -------     -------         -------

    Balances, September 30, 2004        $1,653,125      $15,741       $ 8,479     $(1,467)        $22,753
                                        ==========      =======       =======     =======         =======






See notes to consolidated condensed financial statements.





                                       5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     THIRD CENTURY BANCORP
                        Consolidated Condensed Statements of Cash Flows
                                          (Unaudited)

                                                                             Nine Months Ended September 30
                                                                             ------------------------------
                                                                                   2004            2003
                                                                             ------------------------------
                                                                                    (in thousands)
<S>                                                                                <C>             <C>
Operating Activities
   Net income                                                                      $505            $481
   Adjustments to reconcile net income to net cash provided by operating
         activities
      Provision for loan losses                                                      36              12
      Depreciation                                                                  137             127
      Investment securities (accretion)  amortization,  net                         (11)             99
      Gain on sale of loans                                                        (174)            (27)
      Loans originated for sale in the secondary market                          (6,646)         (3,436)
      Proceeds from sale of loans in the secondary market                         6,820           3,463
      FHLB stock dividend                                                           (34)
      Net change in
         Interest receivable                                                        (39)            (27)
         Other assets                                                              (106)            189
         Other liabilities                                                          212             308
                                                                             ---------------------------
          Net cash provided by operating activities                                 700           1,189
                                                                             ---------------------------

Investing Activities
   Purchases of FHLB stock                                                           --            (350)
   Purchases of interest-bearing time deposits                                     (200)             --
   Purchases of securities held to maturity                                      (6,977)         (3,196)
   Proceeds from maturities of securities held to maturity                         1985           7,661
   Net changes in loans                                                             336         (16,621)
   Purchases of premises and equipment                                             (160)            (79)
                                                                             ---------------------------
         Net cash used by investing activities                                   (5,016)        (12,585)
                                                                             ---------------------------

Financing Activities
   Net change in
      Demand and savings deposits                                                 3,155            (234)
      Certificate of deposits                                                      (516)            814
   Net proceeds from stock conversion                                            15,741               0
   Purchase of ESOP shares                                                       (1,467)              0
   Proceeds from FHLB advances                                                    1,500           9,000
   Payments on FHLB advances                                                     (4,000)         (1,500)
                                                                             ---------------------------
         Net cash provided by financing activities                               14,413           8,080
                                                                             ---------------------------

Net Change in Cash and Equivalents                                               10,097          (3,316)

Cash and Cash Equivalents, Beginning of Period                                    4,739           7,186
                                                                             ---------------------------
Cash and Cash Equivalents, End of Period                                        $14,836          $3,870
                                                                             ===========================

Additional Cash Flows Information
  Interest paid                                                                  $1,401          $1,493
  Income tax paid                                                                   258             316

See notes to consolidated condensed financial statements.


                                       6
</TABLE>
<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 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 29, 2004.  On that date,  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, 2003 included in Third Century's Registration
Statement  on Form SB-2  which was  declared  effective  by the  Securities  and
Exchange Commission on May 13, 2004 (SEC File No.  333-113691).  However, in the
opinion of management,  all  adjustments  (consisting  of only normal  recurring
accruals)  which  are  necessary  for a fair  representation  of  the  financial
statements  have been  included.  The  results of  operations  for the nine- and
three-month periods ended September 30, 2004, 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,
2003 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.



                                       7
<PAGE>

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 29th 2004.  Net income per share for the  periods
prior  to the  conversion  is not  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 September 30, 2004 were as follows:


                                                   Three Months Ended
                                                   September 30, 2004
Basic:
          Net income                                     $  134
                                                         ======

          Weighted average common shares                  1,522
                                                         ======

          Basic earnings per common share                $  .09



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

Forward Looking Statements

This Quarterly Report on Form 10-QSB ("Form 10-QSB")  contains  statements which
constitute  forward  looking  statements  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. These statements appear in a number of
places in this Form 10-QSB and include statements regarding the intent,  belief,
outlook,  estimate or  expectations of Third Century (as defined in the notes to
the consolidated condensed financial statements),  its directors or its officers
primarily with respect to future events and the future financial  performance of
Third  Century.  Readers of the Form 10-QSB are cautioned  that any such forward
looking  statements  are not  guarantees  of future  events or  performance  and
involve risks and  uncertainties,  and that actual results may differ materially
from those in the forward looking statements as a result of various factors. The
accompanying  information  contained  in this Form 10-QSB  identifies  important
factors that could cause such  differences.  These  factors  include  changes in
interest   rates;   loss  of  deposits  and  loan  demand  to  other   financial
institutions;  substantial changes in financial markets;  changes in real estate
values and the real estate market; or regulatory changes.


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, 2003.  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 Mutual Savings 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.



                                       8
<PAGE>

Mutual Savings Bank'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  Savings Bank.  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 Savings Bank 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
Mutual Savings 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  Savings  Bank'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 Savings Bank'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.



                                       9
<PAGE>

Comparison of Financial Condition at September 30, 2004 and December 31, 2003

Total assets  increased  $15.1 million or 14.20% to $121.7  million at September
30, 2004 from $106.6  million at December 31,  2003.  The growth in total assets
was due to an increase in our cash and cash  equivalents  by $10.1  million,  or
213.06%,  and  securities  held to maturity  by $5.2  million,  or 755.15%.  The
increase in both  categories  was a direct result of the capital  raised through
the initial  offering of Third Century Bancorp stock which was completed on June
29, 2004. Third Century Bancorp infused the majority of this capital into Mutual
Savings Bank.  Mutual  Savings Bank invested $5.6 million of this excess cash in
federal  agency  securities and $200,000 in  certificates  of deposit during the
third  quarter of 2004.  The federal  agency notes will mature over the next six
months and the  certificates  of deposit will mature in fifteen  months.  Mutual
Savings  Bank plans to continue  investing  its excess  cash in either  loans to
customers or short-term investments.

Total equity at  September  30, 2004  increased to $22.8  million as compared to
$8.0 million at December 31, 2003. The change in equity primarily  resulted from
the sale of common  stock in Third  Century  Bancorp  for net  proceeds of $15.7
million.  The book  value per share as of  September  2004 was  $13.76  based on
1,653,125 shares outstanding.

Third Century has loaned the ESOP $1,497,000 and the ESOP has purchased  132,250
shares at an average  price of $11.32.  Mutual  Savings  Bank started to release
shares of the ESOP during the third quarter of 2004.  The total shares  released
were  2,676 at an average  price of $11.32  per share for total ESOP  expense of
$30,292. In addition, the Board of Third Century Bancorp declared a $66,125 cash
dividend to the  shareholders  of record as of  September  22,  2004  payable on
October 5, 2004.


Comparison  of Operating  Results for the Three Months Ended  September 30, 2004
and 2003

General.  Net income for the  quarter  ended  September  30,  2004 was  $134,000
compared to net income of $147,000 for the quarter ended September 30, 2003. The
decrease of $13,000 was primarily the result of increased  salaries and employee
benefits.  This category  increased  $35,000 from $555,000 for the quarter ended
September  30, 2003 to $590,000 for the quarter  ended  September  30, 2004,  or
6.31%.  In July,  Third Century  started to record the monthly release of shares
from its ESOP trust,  which resulted in expense of $30,292 for the quarter ended
September 30, 2004.

Interest  Income.  Interest income for the quarters ended September 30, 2004 and
2003 totaled $1.5 million when compared to interest income for the quarter ended
September 30, 2003. The change between these reporting periods was a decrease of
$7,000,  which  consisted  primarily  of a decrease in loan  interest  income by
$60,000.  Investment income increased by $8,000, dividend income on Federal Home
Loan Bank  stock  increased  $3,000,  and  interest  income on  interest-bearing
deposits increased $42,000 during the quarter.  Average  interest-bearing assets
for the quarter ended September 30, 2004 was $113 million,  which represented an
increase of $14.7 million or 14.94%,  from the quarter ended September 30, 2003,
while the yield on those assets  declined  from 6.16% at  September  30, 2003 to
5.34% at September  30, 2004.  The average  yield on loans  declined by 39 basis
points  while the average  balances  on loans  increased  $2.1  million to $96.1
million at September 30, 2004.

Interest Expense.  Interest expense for the quarter ended September 30, 2004 was
$467,000  compared to $481,000  for the quarter  ended  September  30,  2003,  a
decrease of $14,000 or 2.91%. Average interest-bearing  liabilities increased to
$90,248 from $89,792, with the average interest rate declining by 7 basis points
from 2.14% at the quarter ended September 30, 2003 to 2.07% at the quarter ended
September 30, 2004.

Net Interest  Income.  Net interest income of $1.0 million for the quarter ended
September 30, 2004 reflects an increase of $7,000 or 0.67% from the net interest
income for the quarter ended September 30, 2003.



                                       10
<PAGE>

Provision for Loan Losses. Mutual Savings Bank's allocation to its provision for
loan losses for the quarter ended  September  30, 2004 totaled  $12,000 while no
provision  was made during the quarter  ended  September 30, 2003. 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 $70,000 at September
30, 2003, to $25,000 at September 30, 2004 and the  percentage of  nonperforming
assets to total  assets  decreased  from 0.07% to 0.02% for the same  respective
time  periods.  At  September  30,  2004,  the  allowance  for  loan  losses  to
nonperforming  loans was 4096.00% as compared to 1220.00% at September 30, 2003.
For the  quarter  ended  September  30,  2004,  Mutual  Savings  Bank had net of
recoveries  of $4,500  compared  to net charge off of $7,799 for  September  30,
2003.

Other  Income.  Other income was $190,000 for the quarters  ended  September 30,
2004 and September 30, 2003,  which  represented no change between the reporting
periods.

Other  Expense.  Other  expense for the  quarter  ended  September  30, 2004 was
$999,000  compared  to $979,000  for the same  period last year,  an increase of
$20,000 or 2.04%. Salaries and employee benefits increased during this period by
$35,000, or 6.31%, which was offset by the decrease in service bureau conversion
expense of $33,000,  or 100%.  Mutual  Savings Bank  completed its conversion of
service bureaus in October 2003.

Income Taxes.  Mutual Savings Bank recognized  income tax expense of $91,000 for
the quarter  ended  September  30, 2004, as compared to $103,000 for the quarter
ended September 30, 2003,  which represents a decrease in the effective tax rate
from 41.20% to 40.44%.


Comparison of Operating Results for the Nine Months Ended September 30, 2004 and
2003

General.  Net income for the nine months ended  September  30, 2004 was $505,000
compared to net income of $481,000 for the nine months ended September 30, 2003.
The  increase of $24,000 was  primarily  the result of gains  recognized  on the
capitalization of servicing rights of mortgages for $118,000,  which is included
in the net gains on loan sales.  An  increase of $89,000 in total other  expense
offset the increase in net gains on loan sales.

Interest  Income.  Interest  income for the nine months ended September 30, 2004
was at $4.5 million as it was for the nine months ended  September 30, 2003. The
change  between  these  reporting  periods  was a  decrease  of  $52,000,  which
consisted of a decrease in loan interest income by $75,000 and investment income
by $38,000. The reduction in investment income was due to the maturity of Mutual
Savings  Bank's  investments  yielding an average rate of 1.83% at September 30,
2003  versus the  reinvestment  of those  funds at an  average  rate of 1.55% at
September 30, 2004.  Average  interest-bearing  assets for the nine months ended
September  30,  2004 was $106  million  which  represented  an  increase of $9.9
million,  or 10.27%,  from the nine months ended  September 30, 2003,  while the
yield on those  assets  declined  from 6.26% at  September  30, 2003 to 5.61% at
September 30, 2004. The average yield on loans declined by 62 basis points while
the  average  balances  on loans  increased  $7.3  million  to $95.6  million at
September 30, 2004.

Interest Expense.  Interest expense for the nine months ended September 30, 2004
was $1.4 million  compared to $1.5  million for the nine months ended  September
30, 2003, a decrease of $79,000 or 5.36%. Average  interest-bearing  liabilities
increased to $91.9 million from $88.3  million,  with the average  interest rate
declining by 20 basis points from 2.23% at the nine months ended  September  30,
2003 to 2.02% at the nine months ended September 30, 2004.

Net Interest  Income.  Net  interest  income of $3.0 million for the nine months
ended  September  30, 2004 reflects an increase of $27,000 or 0.89% from the net
interest income for the nine months ended September 30, 2003.



                                       11
<PAGE>

Provision for Loan Losses.  Mutual Savings Bank's  provision for loan losses for
the nine months ended  September 30, 2004 totaled $36,000 while no provision was
made during the nine months ended September 30, 2003. 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 $70,000 at September 30, 2003, to $25,000
at September 30, 2004 and the percentage of nonperforming assets to total assets
decreased from 0.07% to 0.02% for the same respective time periods. At September
30, 2004, the allowance for loan losses to  nonperforming  loans was 4096.00% as
compared to 1220.00% at September 30, 2003. For the nine months ended  September
30, 2004,  Mutual  Savings Bank charged off loans net of  recoveries  of $67,227
which represents an increase of $37,808 from the nine months ended September 30,
2003.

Other  Income.  Other  income for the nine months ended  September  30, 2004 was
$677,000  compared to $528,000 for the nine months ended  September 30, 2003, an
increase of $149,000 or 28.22%.  The increase in other income was  primarily the
result of the $118,000 increase in net gains on loan sales as a result of Mutual
Savings Bank capitalizing servicing assets on loans sold.

During  the first  quarter  of 2004,  Mutual  Savings  Bank,  through  its Asset
Liability Committee,  made the decision to sell all newly originated  fixed-rate
loans  secured by 1-4 family  real  estate  which are  eligible  for sale to the
Federal Home Loan Mortgage  Corporation  ("Freddie Mac"). Those loans originated
with  maturities  of 15 years  and  longer  which  did not  qualify  for sale to
"Freddie Mac" were to be placed into adjustable rate mortgage  products  offered
by Mutual  Savings  Bank.  Mutual  Savings Bank was not in  compliance  with its
interest rate policy at December 31, 2003,  and March 31, 2004.  Mutual  Savings
Bank is now in  compliance  with its interest rate policy.  Mutual  Savings Bank
aggressively  sold such loans  originated  and  booked in 2003  during the first
quarter of 2004 due to Mutual Savings Bank's efforts to reduce its interest rate
risk exposure to within  tolerable rate limits  established by its interest rate
policy. The favorable interest rate environment in the first quarter resulted in
higher fee income associated with the sale of these loans.

At December 31, 2003,  Mutual Savings Bank's asset liability model indicated its
net  portfolio  value  would  decrease  by 2.69% of  assets  in the  event of an
immediate 300 basis point  increase in interest  rates and decrease 0.31% in the
event of an immediate  75 basis point  decrease in interest  rates.  The efforts
described in the above paragraph  improved these  measurements at March 31, 2004
and June 30, 2004.

At March 31, 2004, the asset  liability  model indicated the net portfolio value
would  decrease by 2.16% of assets in the event of an immediate  300 basis point
increase in interest rates while at June 30, 2004 the net portfolio  value would
decrease by 1.31%.  In an immediate 75 basis point  decrease in interest  rates,
the net  portfolio  value  would  decrease  at March 31, 2004 by 0.35% and would
increase by 0.32% at June 30,  2004.  Mutual  Savings  Bank reduced its interest
rate risk exposure to within its tolerable  rate limit of a decrease of 2.00% of
assets in both the rising rate and declining rate cases as of June 30, 2004.

Looking  ahead,  Mutual  Savings  Bank  intends  to  continue  to sell all newly
originated fixed-rate loans secured by 1-4 family real estate with maturities of
15 years or longer. In addition,  the Board of Directors approved an increase in
the tolerable rate limit for interest rate risk to a decrease of 2.50% of assets
in the event of an immediate  300 basis point  increase or an immediate 75 basis
point  decrease in interest  rates.  The  adjustment to the tolerable rate limit
became effective August 18, 2004.

Other  Expense.  Other expense for the nine months ended  September 30, 2004 was
$2.9 million compared to $2.8 million for the same period last year, an increase
of $89,000 or 3.19%.  During this period,  salaries and employee  benefits,  net
occupancy  and  equipment  expenses,  and  data  processing  fees  increased  by
$135,000, $27,000 and $26,000, respectively, which was offset by the $89,000, or
100%,  decrease  of service  bureau  conversion  expense.  Mutual  Savings  Bank
completed its conversion of service bureaus in October 2003.

Income Taxes.  Mutual Savings Bank recognized income tax expense of $335,000 for
the nine months ended  September  30, 2004, as compared to $308,000 for the nine
months ended September 30, 2003,  which  represents an increase in the effective
tax rate from 39.04% to 39.88%.



                                       12
<PAGE>

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 has  materially  affected,  or is 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 September 30, 2004 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 and  effective  November  11,  2004,  the  Third  Century  Board of
          Directors  amended Third  Century's Code of By-laws to change the time
          of the  Annual  Meeting  of  Shareholders  specified  in  Section 2 of
          Article III of the By-laws from 1:30 P.M. to 9:00 A.M.


Item 6. Exhibits

          The  exhibits  filed as part of this  Form  10-QSB  are  listed in the
          Exhibit Index, which is incorporated by 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:    November 11, 2004                By: /s/ Robert D. Heuchan
                                          --------------------------------------
                                          Robert D. Heuchan
                                          President and Chief Executive Officer



Date:    November 11, 2004                By: /s/ Debra K. Harlow
                                          --------------------------------------
                                          Debra K. Harlow
                                          Chief Financial Officer





                                       14
<PAGE>


                                  Exhibit Index

Exhibit
   No.                    Description                                   Location

   3.1       Amended and Restated Code of By-Laws                       Attached

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

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

  32.1       Section 1350 Certification of Robert D. Heuchan            Attached

  32.2       Section 1350 Certification of Debra K. Harlow              Attached






                                       E-1