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 * JANKOWSKI EDWARD F   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 Technology & Ops Officer (Last) (First) (Middle) 288 UNION STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/08/2006 (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 05/08/2006   X(1)   5,775 A $ 11.9063 6,275 D   Common Stock (2) 05/08/2006   S   400 D $ 31.82 5,875 D   Common Stock (2) 05/08/2006   S   375 D $ 31.828 5,500 D   Common Stock (2) 05/08/2006   S   600 D $ 31.83 4,900 D   Common Stock (2) 05/08/2006   S   1,800 D $ 31.84 3,100 D   Common Stock (2) 05/08/2006   S   200 D $ 31.8449 2,900 D   Common Stock (2) 05/08/2006   S   200 D $ 31.85 2,700 D   Common Stock (2) 05/08/2006   S   1,000 D $ 31.86 1,700 D   Common Stock (2) 05/08/2006   S   400 D $ 31.92 1,300 D   Common Stock (2) 05/08/2006   S   800 D $ 31.95 500 D   Common Stock               1,702.97 I 401(K) Plan (3)

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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)

$ 11.9063

05/08/2006

X

5,775

05/08/2006(4)

12/20/2010

Common Stock

5,775

$ 0

0

D

Incentive Stock Option (right to buy)

$ 20.125

(5)

12/19/2011

Common Stock

6,300

6,300

D

Incentive Stock Option (right to buy)

$ 23.47

(6)

12/19/2012

Common Stock

5,583

5,583

D

Incentive Stock Option (right to buy)

$ 30.14

(7)

12/11/2013

Common Stock

3,923

3,923

D

Non-Qualified Stock Option (right to buy)

$ 23.47

(6)

12/19/2012

Common Stock

567

567

D

Non-Qualified Stock Option (right to buy)

$ 28.895

(8)

12/14/2012

Common Stock

7,500

7,500

D

Non-Qualified Stock Option (right to buy)

$ 30.14

(7)

12/11/2013

Common Stock

1,727

1,727

D

Non-Qualified Stock Option (right to buy)

$ 34.18

(9)

12/09/2014

Common Stock

7,500

7,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JANKOWSKI EDWARD F 288 UNION STREET ROCKLAND, MA 02370			Chief Technology & Ops Officer

Signatures

By: Linda M. Campion, Power of Attorney For: Edward F. Jankowski		05/09/2006
**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)	Common stock acquired upon the exercise of options acquired on December 21, 2000.
(2)	Shares held in broker name f/b/o Filer.
(3)	Represents shares held in 401(k) Plan. Such transactions are exempt from the reporting requirements of the Securities and Exchange Act of 1934, as amended.
(4)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan (Plan). 1,925 shares shall first become exercisable on 6/22/0l, l,925 shares shall first become exercisable on 1/2/02, and the remaining l,925 shares shall first become exercisable on l/2/03. The Options will expire on December 20, 2010, subject to the earlier termination of employment or acceleration of vesting schedule under certain termination of employee circumstances.
(5)	Granted under the Plan. 2,100 shares shall first become exercisable on 6/22/02, 2,100 shares shall first become exercisable on 1/2/03, and the remaining 2,100 shares shall first become exercisable on 1/2/04. The Options will expire on December 19, 2011, subject to the earlier termination provisions noted above.
(6)	Granted under the 1997 Plan. 2,050 shares shall first become exercisable on 06/20/03, 2,050 shares shall first become exercisable on 1/2/04, and the remaining 2,050 shares shall first become exercisable on 1/2/05 subject to the earlier termination provisions noted above.
(7)	Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan (1997 Plan). 1,884 shares shall first become exercisable on 06/11/04, 1,883 shares shall first become exercisable on 01/02/05, and the remaining 1,883 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.
(8)	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.
(9)	3,765 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 as of 12/15/05.

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