FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SHEAHAN DENIS K   2. Issuer Name and Ticker or Trading Symbol INDEPENDENT BANK CORP [INDB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 288 UNION STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/15/2006 (Street) ROCKLAND, MA 02370 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/15/2006   M   2,000 A $ 12.4063 7,700.277 D   Common Stock 08/15/2006   F   750 D $ 33.04 6,950.277 D   Common Stock 08/15/2006   M   3,450 A $ 17.7188 10,400.277 D   Common Stock 08/15/2006   F   1,850 D $ 33.04 8,550.277 (1) D   Common Stock               5,890.234 I 401(K) Plan (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)

$ 12.4063

08/15/2006

M

2,000

06/24/2000(3)

12/22/2009

Common Stock

2,000

$ 0

1,250

D

Incentive Stock Option (right to buy)

$ 17.7188

08/15/2006

M

3,450

06/19/1998(4)

12/17/2007

Common Stock

3,450

$ 0

0

D

Incentive Stock Option (right to buy)

$ 11.9063

(5)

12/20/2010

Common Stock

7,000

7,000

D

Incentive Stock Option (right to buy)

$ 17.25

(6)

12/23/2008

Common Stock

3,625

3,625

D

Incentive Stock Option (right to buy)

$ 20.125

(7)

12/19/2011

Common Stock

8,092

8,092

D

Incentive Stock Option (right to buy)

$ 23.47

(8)

12/19/2012

Common Stock

4,657

4,657

D

Incentive Stock Option (right to buy)

$ 30.14

(9)

12/11/2013

Common Stock

3,527

3,527

D

Non-Qualified Stock Option (right to buy)

$ 20.125

(7)

12/19/2011

Common Stock

2,008

2,008

D

Non-Qualified Stock Option (right to buy)

$ 23.47

(8)

12/19/2012

Common Stock

5,193

5,193

D

Non-Qualified Stock Option (right to buy)

$ 28.895

12/15/2005(10)

12/14/2012

Common Stock

18,000

18,000

D

Non-Qualified Stock Option (right to buy)

$ 30.14

(9)

12/11/2013

Common Stock

4,773

4,773

D

Non-Qualified Stock Option (right to buy) (11)

$ 34.18

12/15/2005

12/09/2014

Common Stock

12,000

12,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHEAHAN DENIS K 288 UNION STREET ROCKLAND, MA 02370			Chief Financial Officer

Signatures

By: Linda M. Campion, Power of Attorney For: Denis K. Sheahan		08/16/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares formerly held in broker name now held in Agency account jt. w/spouse and includes 87.7677 shares acquired through Independent Bank Corp.'s Dividend Reinvestment Plan since the last Form 4 filing (12/05). Such transactions are exempt from the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended.
(2)	Represents shares held in 401(k) account. Such transactions are exempt from the reporting requirements of the Securities Exchange Act of 1934, as amended.
(3)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan 1,417 shares pursuant to the Option shall first become exercisable on 6/24/00, 1,417 shares shall first become exercisable on 1/2/01, and the remaining 1,416 shares shall first become exercisable on 1/2/02. the Option will expire on 12/22/09 subject to the earlier termination provisions noted above.
(4)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan (1997 Plan), 1,150 shares shall first become exercisable on 6/19/98, 1,150 shares shall first become exercisable on 1/2/99, and the remaining 1,150 shares shall first become exercisable on 1/2/00. The Option will expire on 12/17/07 subject to the earlier termination of employment or acceleration of vesting scheudle under certain termination of employee circumstances.
(5)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan, 3,667 shares shall first become exercisable on 6/22/01, 3,667 shares shall first become exercisable on 1/2/02, and 3,666 shares shall first become exercisable on 1/2/03. The Option will expire on 12/20/10 subject to the earlier termination provisions noted above.
(6)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan. 1,209 shares shall first become exercisable on 6/24/99, 1,209 shares shall first become exercisable on 1/2/00, and 1,207 shares shall first become exercisable on 1/2/01. The Option will expire on 12/22/08 subject to the earlier termination provisions noted above.
(7)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan. 3,367 shares shall first become exercisable on 6/21/02, 3,367 shares shall first become on 1/2/03, and the remaining 3,366 shares shall first become exercisable on 1/2/04 subject to the earlier termination provisions noted above.
(8)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan. 3,284 shares shall first become exercisable on 06/20/03, 3,283 shares shall first become on 1/2/04, and the remaining 3,283 shares shall first become exercisable on 1/2/05 subject to the earlier termination provisions noted above.
(9)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan (1997 Plan). 2,767 shares shall first become exercisable on 06/11/04, 2,767 shares shall first become exercisable on 01/02/05, and the remaining 2,766 shall first become exercisable on 01/02/06. The Option will expire on 12/11/13 subject to the earlier termination of employment or acceleration of vesting schedule under certain termination of employee circumstances.
(10)	Non-Qualified Stock Options granted under the Independent Bank Corp. 2005 Employee Stock Plan (2005 Plan). The Options granted on 12/15/05 vest immediately and will expire on December 14, 2012, unless earlier terminated in accordance with Stock Option Agreement.
(11)	3,411 Options formerly reported as ISO's under the 12/9/04 grant have converted to NQO's due to an acceleration of vesting for all options granted that date. All Options granted on 12/9/04 have now immediately fully vested a/o 12/15/05.

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