UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 2, 2006

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

            Indiana                     000-50828                  20-0857725
------------------------------      ------------------        ------------------
(State or Other Jurisdiction)      (Commission File No.)       (I.R.S. Employer
      of Incorporation)                                      Identification No.)


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

Registrant's telephone number, including area code:  (317) 736-7151
                                                     ---------------



                                 Not Applicable
                                -----------------
          (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 (see General Instruction A.2. below):

[  ] 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 5.03         Amendments  to  Articles of Incorporation or Bylaws; Change in
                  Fiscal Year
                  --------------------------------------------------------------

     On February 2, 2006, the Company's Board of Directors amended the Company's
bylaws to provide that the Annual Meeting of Shareholders  shall be held at 9:00
a.m. on the third Wednesday in May or such other day and time as provided for by
the Board of Directors.


Item 9.01         Financial Statements and Exhibits
                  ----------------------------------

(a)  Financial Statements of Businesses Acquired. Not Applicable.

(b)  Pro Forma Financial Information. Not Applicable.

(c)  Exhibits.

                  Exhibit No.                        Description
                  ------------                       -----------

                  99                                 Not Applicable








                                   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, hereunto duly authorized.

                                           THIRD CENTURY BANCORP



DATE: February 8, 2006                  By:/s/ Robert D. Heuchan
                                           ------------------------
                                           Robert D. Heuchan
                                           President and Chief Executive Officer