UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment 1)*
Third Century Bancorp
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(Name of Issuer)
Common Stock, without par value
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(Title of Class of Securities)
884120 10 6
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(CUSIP Number)
December 31, 2005
------------------------
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
CUSIP NO. 884120 10 6 13G Page 2 of 5 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Third Century Bancorp
Employee Stock Ownership Plan Trust
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __________
(b) ____x_____
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3 SEC Use Only
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4 Citizenship or Place of Organization
Indiana
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Number of Shares 5 Sole Voting Power
Beneficially Owned by
Each Reporting Person 116,354
With:
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6 Shared Voting Power
15,896
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7 Sole Dispositive Power
132,250
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8 Shared Dispositive Power
0
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
132,250
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
N/A
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11 Percent of Class Represented by Amount in Row 9
8% of 1,653,125 shares of Common Stock outstanding as of
December 31, 2005.
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12 Type of Reporting Person (See Instructions)
EP
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CUSIP NO. 884120 10 6 13G Page 3 of 5 Pages
Item 1
(a) Name of Issuer
Third Century Bancorp
(b) Address of Issuer's Principal Executive Offices
80 East Jefferson Street
Franklin, Indiana 46131
Item 2
(a) Name of Person Filing
Third Century Bancorp
Employee Stock Ownership Plan Trust
Trustee: HomeFederal Bank
(b) Address of Principal Business Office
501 Washington Street
Columbus, Indiana 47201
(c) Citizenship or Place of Organization
Indiana
(d) Title of Class of Securities
Common Stock, without par value
(e) CUSIP Number
884120 10 6
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b)
or 240.13d-2(b, or (c), check whether the person filing is a:
(f) [x] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
Item 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: 132,250.
(b) Percent of class: 8%.
(c) Number of shares as to which the person has:
CUSIP NO. 32020 V 100 13G Page 4 of 5 Pages
(i) Sole power to vote or to direct the vote 116,345.
(ii) Shared power to vote or to direct the vote 15,896.
(iii) Sole power to dispose or to direct the disposition
of 132,250.
(iv) Shared power to dispose or to direct the disposition
of 0.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Not applicable
Item 8. Identification and Classification of Members of the Group
The reporting person is an employee benefit plan
subject to the provisions of the Employee Retirement Income
Security Act of 1974.
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired in
connection with or as a participant in any transaction
having that purpose or effect.
CUSIP NO. 884120 10 6 Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 6, 2007 THIRD CENTURY BANCORP
EMPLOYEE STOCK
OWNERSHIP PLAN TRUST
By: HomeFederal Bank, as Trustee
/s/ Seth A. Keele
Name: Seth A. Keele
Title: Trust Officer