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 JUNE 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:  July 31, 2004 - 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          6

             Consolidated Condensed Statements of Cash Flows                   7

             Notes to Unaudited Consolidated Condensed Financial Statements    8

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

Item 3.   Controls and Procedures                                              9

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                   12
Item 2.   Changes in Securities and Small Business Issuer Purchases of Equity
               Securities                                                     12
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 and Reports on Form 8-K                                    13

SIGNATURES                                                                    14

EXHIBIT INDEX



                                       2
<PAGE>


Item 1.  Financial Statements
<TABLE>
<CAPTION>

                                                             THIRD CENTURY BANCORP
                                                     Consolidated Condensed Balance Sheets
                                                            June 30,                  December 31,
                                                              2004                        2003
                                                           (Unaudited) (in thousands)
Assets

<S>                                                        <C>                         <C>
   Cash and due from banks                                 $   4,180                   $    780

   Interest-bearing demand deposits                           14,893                      3,959
                                                          ------------------------------------------
      Cash and cash equivalents
                                                              19,073                      4,739
   Held to maturity securities
                                                                   -                        689
   Loans, net of allowance for loan losses
        of $1,006 and $1,055                                  96,458                     96,955
   Premises and equipment
                                                               2,121                      2,082
   Federal Home Loan Bank stock
                                                                 998                        975
   Interest receivable
                                                                 478                        463
   Other assets
                                                               1,001                        658
                                                          -------------------------------------
         Total assets                                      $ 120,129                   $106,561
                                                          -------------------------------------

Liabilities
   Deposits
      Demand                                               $   7,214                   $  6,989
      Savings, NOW and money market                           36,966                     35,779
      Time                                                    35,387                     35,940
                                                          -------------------------------------
         Total deposits                                       79,567                     78,708
   Federal Home Loan Bank Advances                            17,000                     19,500
   Other liabilities                                             460                        313
                                                          -------------------------------------
         Total liabilities                                    97,027                     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               15,822                          -
   Retained earnings                                           8,412                      8,040
   Unearned ESOP                                              (1,132)                         -
                                                          -------------------------------------
   Total stockholders' equity                                 23,102                      8,040
                                                          -------------------------------------
         Total liabilities and stockholders' equity        $ 120,129                   $106,561
                                                          =====================================
</TABLE>


See notes to consolidated condensed financial statements.



                                       3
<PAGE>

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

                                                                          Six Months Ended              Three Months
                                                                               June 30,                   June 30,
                                                                                         (in thousands)
                                                                  ----------------------------------------------------------
                                                                         2004          2003          2004          2003
                                                                  ----------------------------------------------------------
Interest income
<S>                                                                    <C>          <C>            <C>          <C>
   Loans receivable                                                    $  2,888     $  2,904       $  1,442     $  1,494
   Investment securities                                                      5           50              2           18
   Federal Home Loan Bank stock                                              26           17             11            8
   Interest-bearing deposits                                                 31           26             20            8
                                                                  ----------------------------------------------------------
      Total interest income                                               2,950        2,997          1,475        1,528
                                                                  ----------------------------------------------------------

Interest expense
   Deposits                                                                 573          728            287          356
   Federal Home Loan Bank advances                                          354          265            174          144
                                                                  ----------------------------------------------------------
      Total interest expense                                                927          993            461          500
                                                                  ----------------------------------------------------------

Net interest income                                                       2,023        2,004          1,014        1,028
   Provision for loan losses                                                 24            -             12            -
                                                                  ----------------------------------------------------------
Net interest income after provision for loan losses                       1,999        2,004          1,002        1,028
                                                                  ----------------------------------------------------------

Other income
   Service charges on deposit accounts                                      109           92             56           49
   Other service charges and fees                                           103          118             57           48
   Net gains on loan sales                                                  138           29             92           28
   Other income                                                             144          105             88           51
                                                                  ----------------------------------------------------------
      Total other income                                                    494          344            293          176
                                                                  ----------------------------------------------------------

Other expenses
   Salaries and employee benefits                                         1,098          998            537          514
   Net occupancy and equipment expenses                                     221          199            105           99
   Data processing fees                                                     200          188            103           86
   Service bureau conversion expense                                          -           56              -           41
   Other expenses                                                           359          368            159          184
                                                                  ----------------------------------------------------------
      Total other expenses                                                1,878        1,809            904          924
                                                                  ----------------------------------------------------------

Income before income tax                                                    615          539            391          280
   Income tax expense                                                       243          205            137          108
                                                                  ----------------------------------------------------------

Net income                                                              $   372      $   334        $   254      $   172
                                                                  ==========================================================

</TABLE>



See notes to consolidated condensed financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>


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




                                           Common Stock                       Unearned
                                       Shares                    Retained       ESOP
                                    Outstanding     Amount       Earnings      Shares         Total
                                    ----------------------------------------------------------------------

<S>                   <C>                           <C>             <C>        <C>           <C>
    Balances, January 1, 2004                -      $     -         $8,040     $     -       $   8,040
      Net and comprehensive income           -            -            372           -             372
      Proceeds from stock issued in
        conversion, net of costs     1,653,125       15,822             -            -          15,822

      Contribution to ESOP                  -             -             -       (1,132)         (1,132)
                                    ----------      -------         ------     --------      ----------

    Balances, June 30, 2004         $1,653,125      $15,822         $8,412     $(1,132)      $   23,102
                                    ==========      =======         ======     ========      ==========

</TABLE>

See notes to consolidated condensed financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                         Six-months ended June 30
                                                                                      ----------------------------
                                                                                                2004       2003
                                                                                      ----------------------------
                                                                                                 (in Thousands)
Operating Activities
<S>                                                                                            <C>        <C>
   Net income                                                                                  $   372    $   334
   Adjustments to reconcile net income to net cash provided by operating activities
      Provision for loan losses                                                                     24
      Depreciation                                                                                  94         83
      Investment securities accretion, net                                                           4         66
      Gain on sale of loans                                                                        (53)       (29)
      Loans originated for sale in the secondary market                                         (5,078)    (1,435)
      Proceeds from sale of loans in the secondary market                                        5,131      1,464
      Net change in
         Interest receivable                                                                       (15)       (13)
         Other assets                                                                             (343)       145
         Other liabilities                                                                         147        291
                                                                                      ----------------------------
          Net cash provided (used) by operating activities                                        (283)       906
                                                                                      ----------------------------

Investing Activities
   Purchases of FHLB stock                                                                         (23)      (225)
   Purchases of securities held to maturity                                                                (3,196)
   Proceeds from maturities of securities held to maturity                                         685      6,061
   Net changes in loans                                                                            473    (12,779)
   Purchases of premises and equipment                                                            (133)       (15)
                                                                                      ----------------------------
         Net cash used by investing activities                                                  (1,002)   (10,154)
                                                                                      ----------------------------

Financing Activities
   Net change in
      Demand and savings deposits                                                                1,412       (500)
      Certificate of deposits                                                                     (553)     1,015
   Net proceeds from stock conversion                                                           15,822
   Purchase of ESOP shares                                                                      (1,132)
   Proceeds from FHLB advances                                                                   1,500      6,000
   Payments on FHLB advances                                                                   (4,000)     (1,000)
                                                                                      ----------------------------
         Net cash provided by financing activities                                              13,049      5,515
                                                                                      ----------------------------

Net Change in Cash and Equivalents                                                              14,334     (3,733)

Cash and Cash Equivalents, Beginning of Period                                                   4,739      7,186
                                                                                      ----------------------------
Cash and Cash Equivalents, End of Period                                                       $19,073    $ 3,453
                                                                                      ============================

Additional Cash Flows Information
   Interest paid                                                                               $   868    $ 1,000
   Income tax paid                                                                             $   157    $   196
</TABLE>

See notes to consolidated 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 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
generally  accepted   accounting   principles.   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 six- and three-month  periods ended
June 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

Third Century had no earnings prior to June 29, 2004.  Accordingly,  an earnings
per share computation is not provided.

Note 4: Effect of Recent Accounting Pronouncements

In March  2004,  the SEC issued  Staff  Accounting  Bulletin  No. 105 (SAB 105),
Application of Accounting  Principles to Loan  Commitments.  Current  accounting
guidance requires the commitment to originate mortgage loans to be held for sale
be  recognized  on the  balance  sheet  at fair  value  from  inception  through
expiration or funding. SAB 105 requires that the fair-value  measurement include
only differences between the guaranteed interest rate in the loan commitment and
a market interest rate,  excluding any expected future cash flows related to the
customer relationship or loan servicing. SAB 105 is effective for commitments to
originate  mortgage  loans to be held for sale that are entered into after March
31,  2004.  Its  adoption  is not  expected  to have a  material  impact  on the
consolidated financial position or results of operations of Third Century.

In March 2004, the FASB's Emerging Issues Task Force reached a consensus on EITF
Issue  No.  03-1,  The  Meaning  of  Other-Than-Temporary   Impairment  and  Its
Application to Certain  Investments.  The guidance prescribes a three-step model
for  determining  whether an investment is  other-than-temporarily  impaired and
requires  disclosures  about  unrealized  losses on investments.  The accounting
guidance is effective for reporting  periods beginning after June 15, 2004. This
pronouncement  is not  expected  to have a material  impact on the  consolidated
financial position on results of operations of Third Century.

Item 2: Management's  Discussion and Analysis of Financial Condition and Results
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, 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:

                                       8
<PAGE>



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.

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,


                                       9
<PAGE>

including anticipated  principal  amortization and prepayments of that principal
balance.  Events that may significantly affect the estimates used are changes in
interest rates,  mortgage loan prepayment speeds and the payment  performance of
the underlying  loans.  The carrying value of the MSRs is periodically  reviewed
for impairment based on a determination of fair value. For purposes of measuring
impairment, the servicing rights are compared to a valuation prepared based on a
discounted  cash flow  methodology,  utilizing  current  prepayment  speeds  and
discount rates. Impairment,  if any, is recognized through a valuation allowance
and is recorded as amortization of intangible assets.

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

     Total assets  increased  $13.5 million or 12.73% to $120.1  million at June
30, 2004 from $106.6  million at December 31,  2003.  The growth in total assets
was  primarily  due to an  increase  in our cash and cash  equivalents  by $14.3
million or  302.47%.  The  increase  in cash and cash  equivalents  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  plans to
invest  this  excess  cash  either  in  loans  to  customers  or  in  short-term
investments. Mutual Savings Bank's investment portfolio matured during the first
six months of 2004.  In July 2004,  Third  Century and Mutual  Savings Bank each
purchased  a  certificate  of  deposit  for  $100,000  from  another  depository
institution.  In addition,  Mutual  Savings Bank  invested $5 million in federal
agency notes maturing September 2004 through January 2005.

     On May 24, 2004,  Mutual Savings Bank  purchased real estate  adjoining its
Main  Street  Branch in  Franklin,  Indiana.  The total  cost  basis of the real
estate, consisting of a .39 acre lot with a residence and unattached garage, was
$105,000.  Mutual  Savings Bank  purchased  the real estate for possible  future
expansion  of the  parking  facilities  at the Main Street  Branch and  Mortgage
Center.

     Total  equity at June 30, 2004  increased  to $23.1  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 $15.8
million.  On June 30, 2004, Third Century loaned $1,322,500 to the Third Century
Bancorp  Employee  Stock  Ownership  Plan  and  Trust  (the  ESOP)  and the ESOP
purchased  100,000  shares of Third  Century  common stock on the open market on
that date at an average  price of $11.319  per share.  During  July 2004,  Third
Century  loaned  the  ESOP an  additional  $174,315  and the ESOP  purchased  an
additional 32,250 shares at an average price of $11.08 per share.

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

     General.  Net  income for the  quarter  ended  June 30,  2004 was  $254,000
compared to net income of  $172,000  for the quarter  ended June 30,  2003.  The
increase  of  $82,000  was  primarily  the  result  of gains  recognized  on the
capitalization of servicing rights of mortgages of $85,000, which is included in
the net gains on loan sales.

     Interest  Income.  Interest income for the quarters ended June 30, 2004 and
2003 totaled $1.5 million when compared to interest income for the quarter ended
June 30, 2003.  The change  between  these  reporting  periods was a decrease of
$53,000,  which  consisted  primarily of a decrease in loan  interest  income by
$52,000.  Investment  income decreased $16,000 during the quarter but was offset
by increases of $3,000 in dividends received on Federal Home Loan Bank Stock and
$12,000 in interest on the interest-bearing  deposits.  Average interest-bearing
assets for the quarter ended June 30, 2004 was $104 million, which represented a
increase of $7.1 million or 7.41%,  from the quarter ended June 30, 2003,  while
the yield on those assets  declined from 6.30% at June 30, 2003 to 5.67% at June
30,  2004.  The average  yield on loans  declined by 63 basis  points  while the
average  balances on loans  increased  $5.8 million to $95.0 million at June 30,
2004.

                                       10
<PAGE>

     Interest Expense.  Interest expense for the quarter ended June 30, 2004 was
$461,000 compared to $500,000 for the quarter ended June 30, 2003, a decrease or
$39,000 or 7.80%. Average interest-bearing liabilities increased to $93,119 from
$89,138,  with the average interest rate declining by 26 basis points from 2.24%
at the quarter ended June 30, 2003 to 1.98% at the quarter ended June 30, 2004.

     Net Interest  Income.  Net interest  income of $1.0 million for the quarter
ended  June 30,  2004  reflects  a  decrease  of  $14,000  or 1.36% from the net
interest income for the quarter ended June 30, 2003.

     Provision for Loan Losses.  Mutual Savings Bank's provision for loan losses
for the  quarter  ended  June 30,  2004  totaled  $12,000,  primarily  due to an
increase in non-performing loans, while no provision was made during the quarter
ended  June 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
increased  from $70,000 at June 30,  2003,  to $325,000 at June 30, 2004 and the
percentage of nonperforming assets to total assets increased from 0.06% to 0.27%
for the same respective time periods.  The increase in nonperforming  assets was
due to two commercial real estate properties  representing an aggregate total of
$279,000  and a home equity  line of credit for  $21,000.  Since June 30,  2004,
Mutual Savings Bank received a deed-in-lieu on one of the commercial real estate
properties  for  $202,000  and the second  commercial  real estate  property for
$76,000 was paid current by the customer.  The $325,000 of nonperforming  assets
at June 30,  2004  represented  a decrease  of  $104,000  from the  $429,000  of
nonperforming  assets at December 31, 2003. At June 30, 2004,  the allowance for
loan losses to  nonperforming  loans was 309.54% as compared to 1507.14% at June
30, 2003.  For the quarter ended June 30, 2004,  Mutual Savings Bank charged off
loans net of recoveries of $38,000, which represents an increase of $29,000 from
the quarter ended June 30, 2003.

     Other Income. Other income for the quarter ended June 30, 2004 was $293,000
compared  to  $176,000  for the  quarter  ended June 30,  2003,  an  increase of
$117,000 or 66.48%. The increase in other income was primarily the result of the
$64,000  increase in net gains on loan sales as a result of Mutual  Savings Bank
recording servicing rights 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 or March 31, 2004. Mutual Savings Bank
aggressively  sold such loans  originated  and  booked in 2003  during the first
quarter of 2004 due to Mutual Saving 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.

     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,  Mutual  Savings  Bank intends to continue to
review its existing  portfolio for  opportunities to sell previously  originated
fixed-rate loans secured by 1-4 family real estate.  Management  recognizes that
the rate of sale of such loans will  diminish  if an  expected  rise in interest
rates makes such sales less attractive. Mutual Savings Bank expects to return to
being in compliance with its interest rate policy.

     Other  Expense.  Other  expense  for the  quarter  ended June 30,  2004 was
$904,000  compared  to $924,000  for the same  period  last year,  a decrease of
$20,000 or 2.16%. Salaries and employee benefits increased during this period by
$23,000  which was offset by the $41,000,


                                       11
<PAGE>

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 $137,000
for the quarter  ended June 30,  2004,  as compared to $108,000  for the quarter
ended June 30, 2003,  which represents a decrease in the effective tax rate from
38.57% to 35.04%.

Comparison of Operating Results for the Six Months Ended June 30. 2004 and 2003

     General.  Net income for the six months  ended June 30,  2004 was  $372,000
compared to net income of $334,000 for the six months  ended June 30, 2003.  The
increase  of  $38,000  was  primarily  the  result  of gains  recognized  on the
capitalization  of servicing rights of mortgages for $85,000,  which is included
in the net gains on loan  sales.  This  increase  was offset by the  maturity of
Mutual Savings Bank's investment  portfolio in 2004 which resulted in a decrease
of $45,000 in investment income.

     Interest Income. Interest income for the six months ended June 30, 2004 was
at $3.0  million as it was for the six months  ended June 30,  2003.  The change
between  these  reporting  periods was a decrease of  $47,000,  which  consisted
primarily  of a decrease in  investment  income by  $45,000.  The  reduction  in
investment  income was due to the maturity of Mutual Savings  Bank's  investment
portfolio in the six months ended June 30, 2004. Average interest-bearing assets
for the six months  ended June 30, 2004 was $102  million  which  represented  a
increase of $7.4  million,  or 7.83%,  from the six months  ended June 30, 2003,
while the yield on those assets declined from 6.30% at June 30, 2003 to 5.75% at
June 30, 2004.  The average yield on loans declined by 75 basis points while the
average  balances on loans  increased $10.0 million to $95.3 million at June 30,
2004.

     Interest  Expense.  Interest expense for the six months ended June 30, 2004
was  $927,000  compared to $993,000  for the six months  ended June 30,  2003, a
decrease or $66,000 or 6.65%. Average interest-bearing  liabilities increased to
$93,395  from  $87,581,  with the average  interest  rate  declining by 28 basis
points  from  2.27% at the six months  ended  June 30,  2003 to 1.99% at the six
months ended June 30, 2004.

     Net Interest Income. Net interest income of $2.0 million for the six months
ended  June 30,  2004  reflects  an  increase  of  $19,000 or 0.95% from the net
interest income for the six months ended June 30, 2003.

     Provision for Loan Losses.  Mutual Savings Bank's provision for loan losses
for the six months ended June 30, 2004 totaled  $24,000  while no provision  was
made during the six months ended June 30, 2003.  This increase was primarily due
to an increase in non-performing  loans. In evaluating the adequacy of loan loss
allowances,  management considers factors such as delinquency trends,  portfolio
composition,  past loss  experience  and other factors such as general  economic
conditions.  During the past year,  Mutual Savings Bank's level of nonperforming
assets increased from $70,000 at June 30, 2003, to $325,000 at June 30, 2004 and
the percentage of  nonperforming  assets to total assets increased from 0.06% to
0.27% for the same respective time periods. The increase in nonperforming assets
was due to two commercial real estate properties representing an aggregate total
of $279,000 and a home equity line of credit for  $21,000.  Since June 30, 2004,
Mutual Savings Bank received a deed-in-lieu on one of the commercial real estate
properties  for  $202,000  and the second  commercial  real estate  property for
$76,000 was paid current by the customer.  The $325,000 of nonperforming  assets
at June 30,  2004  represented  a decrease  of  $104,000  from the  $429,000  of
nonperforming  assets as of December 31, 2003.  At June 30, 2004,  the allowance
for loan  losses to  nonperforming  loans was 309.54% as compared to 1507.14% at
June 30,  2003.  For the six months  ended June 30,  2004,  Mutual  Savings Bank
charged off loans net of recoveries of $72,000,  which represents an increase of
$49,000 from the quarter ended June 30, 2003.

     Other  Income.  Other  income  for the six months  ended June 30,  2004 was
$494,000  compared to $344,000 for the quarter  ended June 30, 2003, an increase
of $150,000 or 43.60%.


                                       12
<PAGE>

The increase in other income was primarily  the result of the $109,000  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 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.

     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,  Mutual  Savings  Bank intends to continue to
review its existing  portfolio for  opportunities to sell previously  originated
fixed-rate loans secured by 1-4 family real estate.  Management  recognizes that
the rate of sale of such loans will  diminish  if an  expected  rise in interest
rates making such sales less attractive.  Mutual Savings Bank plans to return to
being within its established interest rate risk limits.

     Other  Expense.  Other  expense for the six months  ended June 30, 2004 was
$1.9 million  compared to $1.8 million for the same period last year, a decrease
of $69,000 or 3.81%. During this period,  salaries and employee benefits and net
occupancy   and   equipment   expenses   increased   by  $100,000  and  $22,000,
respectively,  which was offset by the  $56,000,  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 $243,000
for the six months  ended June 30,  2004,  as compared  to $205,000  for the six
months ended June 30, 2003,  which  represents  an increase in the effective tax
rate from 38.03% to 39.51%.

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 or 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.

                                       13
<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 June 30, 2004 that would
have a material effect on Third Century's operations or income.

Item 2. Changes in  Securities  and Small  Business  Issuer  Purchases of Equity
Securities

The Registration Statement filed by Third Century pursuant to the Securities Act
of 1933 was declared effective by the Securities and Exchange  Commission on May
13, 2004 (SEC File No.  333-113691).  The  offering of Third  Century  Bancorp's
common stock,  without par value (the Common  Stock),  commenced on May 13, 2004
and  terminated at 12:00 noon,  Franklin  time, on June 14, 2004.  Third Century
sold all of the  1,635,125  shares of Common  Stock  registered  pursuant to the
Registration Statement at $10.00 per share. The ESOP purchased 100,000 shares of
the Common  Stock with the  proceeds  of a loan it received  from Third  Century
Bancorp.  Keefe,  Bruyette & Woods acted as Third  Century  Bancorp's  exclusive
agent in marketing the Common Stock on a best efforts basis.

The following  expenses were paid from the gross proceeds received in connection
with the issuance and distribution of the Common Stock:

                           Underwriting commissions  $    213,000
                           Underwriting expenses           44,000
                           Other expenses                 452,000
                                                     ------------
                           Total Expenses            $    709,000
                                                     ============

As of June 29, 2004,  Third Century Bancorp received net proceeds of $15,822,000
after  deducting the expenses  indicated  above. As described in the prospectus,
Third Century Bancorp used $7,911,000 of the net proceeds to purchase all of the
capital stock of Mutual Savings Bank,  used $1,323,000 as a loan to the ESOP for
purchase  of  stock on the  open  market,  and  retained  $6,588,000  of the net
proceeds. Third Century deposited the remainder of the funds that it retained in
accounts with Mutual Savings Bank. In July 2004,  Third Century used these funds
to loan Mutual Savings Bank an additional $359,000 to purchase additional shares
of stock available on the open market for the ESOP.

As of June 29, 2004, Mutual Savings Bank received net proceeds of $7,911,000 and
the loan  was made to the ESOP in the  amount  of  $1,323,000.  Of this  amount,
$7,911,000 was deposited in an overnight  account with the FHLB of  Indianapolis
to be used for working  capital and the loan  proceeds were used to purchase the
stock  for the ESOP on the open  market  in the  amount  of  $192,000,  with the
remaining  $191,000 purchased in July 2004. In July 2004, an additional loan was
made to the ESOP in the amount of  $359,000  to  purchase  additional  shares of
stock available on the open market.

The  payments  described  above  reflect  actual  payments,  and not  reasonable
estimates, of amounts paid by Third Century and Mutual Savings Bank. Neither
Third Century nor Mutual Savings Bank paid any of the expenses  indicated above,
either directly or indirectly, to any of their respective directors, officers or
their  associates,  or to any  person  owning  10% or more of any  class  of its
securities,  or to any  affiliate.  Third Century  Bancorp's and Mutual  Savings
Bank's use of the proceeds from the offering of the Common Stock described above
does not  represent a material  change in the use of proceeds  described  in the
prospectus.

                                       14
<PAGE>

Item 3. Defaults Upon Senior Securities

          None.

Item 4. Submission of Matters to Vote of Security Holders.

          None

Item 5. Other Information.

          None.

Item 6. Exhibits and Reports on Form 8-K.

          (a)  The exhibits  filed as part of this Form 10-QSB are listed in the
               Exhibit Index, which is incorporated by reference.

          (b)  No reports on Form 8-K were filed  during the quarter  ended June
               30, 2004.



                                   Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Issuer  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    THIRD CENTURY BANCORP

Date:    August 13, 2004            By: /s/ Robert D. Heuchan
                                        ---------------------------------------
                                        Robert D Heuchan
                                        President and Chief Executive Officer

Date:    August 13, 2004            By: /s/ Debra K. Harlow
                                        ----------------------------------------
                                        Debra K. Harlow
                                        Chief Financial Officer



                                       15
<PAGE>





<TABLE>
<CAPTION>

                                  Exhibit Index
                                  --------------
   Exhibit No.                              Description                            Location

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

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

32.1               Section 1350 Certification of Robert D. Heuchan                 Attached

32.2               Section 1350 Certification of Debra K. Harlow                   Attached

</TABLE>

                                       16