Item 1.01 Entry Into a Material Definitive Agreement.

        On January 24, 2005, Third Century Bancorp’s wholly owned subsidiary, Mutual Savings Bank, entered into an agreement to purchase unimproved real estate from South Grove Landing, LLC, an Indiana limited liability company. The real estate consists of approximately 1.561 acres and is part of South Grove Landing Commercial Subdivision, a proposed commercial development at the intersection of State Road 135 and Whiteland Road, located in Johnson County, Indiana.

        Mutual Savings Bank has tendered earnest money of $10,000 and has agreed to pay a purchase price for the real estate of $650,000. The purchase price, less the earnest money and any interest earned thereon, will be paid to South Grove Landing, LLC, at a closing anticipated to occur in approximately six to seven months. Closing will depend, among other things, upon the satisfaction of conditions relating to Mutual Savings Bank’s intended use of the property for a full service financial institution such as, including but not limited to, adequate public access, zoning, pylon signage, title work, covenants regarding other occupants of the commercial development, and the absence of environmental issues.

        If Mutual Savings Bank fails to perform any of its obligations under its agreement with South Grove Landing, LLC, without legal cause, then the earnest money will be forfeited and South Grove Landing, LLC could pursue other remedies, including specific performance of the agreement by Mutual Savings Bank. Mutual Savings Bank may seek return of the earnest money and other remedies, including specific performance, if South Grove Landing, LLC fails to perform any of its obligations under the agreement without legal cause.

        Third Century announced the agreement to acquire the real estate in a press release dated January 28, 2005, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

        On January 28, 2005, Third Century Bancorp announced that Mutual Savings Bank intends to close its branch location known as the Indiana Masonic Home Branch, located in Franklin, Indiana. The branch, which has been open since March 1, 2001, is expected to cease operations on April 30, 2005. This announcement is more fully described in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K. The contents of such Exhibit are incorporated herein by reference. The attached press release is furnished pursuant to this Item 8.01.

Item 9.01   Financial Statements and Exhibits.

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.

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