UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 25, 2005

THIRD CENTURY BANCORP
(Exact Name of Registrant as Specified in Its Charter)



INDIANA
(State or Other Jurisdiction
of Incorporation) 		000-50828
(Commission File Number) 		20-0857725
(IRS Employer
Identification No.)


80 East Jefferson Street, Franklin, Indiana
(Address of Principal Executive Offices) 		46131
(Zip Code)


(317) 736-7151
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

        On February 25, 2005, Third Century Bancorp issued a press release reporting its results of operations and financial condition for the year ended December 31, 2004.

        A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

        Third Century Bancorp has scheduled the Annual Meeting of Shareholders for Wednesday, July 20, 2005. The Annual Meeting will be at 9:00 a.m. and will be held at Hillview Country Club, 1800 East King Street, Franklin, Indiana. The meeting had previously been set for April 13, 2005.

Item 9.01 Financial Statements and Exhibits.


  (c) Exhibits    
     
    Exhibit No.  
 Description
     
    99.1   Press Release issued February 25, 2005


SIGNATURES

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

Date: February 28, 2005


THIRD CENTURY BANCORP


By  /s/ Robert D. Heuchan
        ——————————————
        Robert D. Heuchan
        President and Chief Executive Officer


EXHIBIT INDEX

    Exhibit Number  
 Exhibit Description
     
    99.1   Press Release issued February 25, 2005