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) 02/17/2011 (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 02/17/2011   A   4,500 (1) A $ 0 22,400 (2) D   Common Stock               9,997.711 I 401(K) Plan Common Stock               15,154.709 I by Broker w Spouse (3) Common Stock               438.375 I by Daughter (4) Common Stock               872.555 I by Son (5)

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

Non-Qualified Stock Option (right to buy)

$ 27.425

02/17/2011

A

6,500

02/17/2012(6)

02/17/2021

Common Stock

6,500

$ 0

6,500

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		02/18/2011
**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)	Independent Bank Corp. awarded Restricted Stock to reporting person.
(2)	6,604 shares transferred on 4/26/10 from direct ownership to Mr. Sheahan brokerage account.
(3)	6,604 shares transferred on 4/26/10 from direct ownership to Mr. Sheahan brokerage account. Shares held in Agency account jt. w/spouse includes 319.5290 shares acquired through Independent Bank Corp.'s Dividend Reinvestment Plan since the last Form 4 filing (4/10). Such transactions are exempt from the reporting requirements of Section 16 of the Securities and Exchange Act of 1934, as amended.
(4)	Shares held i/n/o Filer, Custodian for daughter. Holdings include 9.813 shares acquired through Independent Bank Corp.'s Dividend Reinvestment Plan since the last Form 4 filing (4/10). Such transactions are exempt from the reporting requirements of Section 16 of the Securities and Exchange Act of 1934, as amended. The filing of this statement should not be construed as an admission that the undersigned is, for purposes of Section 16 of the Securities Exchange Act, the beneficial owner of such securities.
(5)	Shares held i/n/o Filer, Custodian for sons. Sons each hold 436.2776 shares. Holdings reflect 9.7656 shares for each account acquired through Independent Bank Corp.'s Dividend Reinvestment Plan since the last Form 4 filing (4/10). Such transactions are exempt from the reporting requirements of Section 16 of the Securities and Exchange Act of 1934, as amended. The filing of this statement should not be construed as an admission that the undersigned is, for purposes of Section 16 of the Securities Exchange Act, the beneficial owner of such securities.
(6)	Granted under the Independent Bank Corp. 2005 Employee Stock Plan ("2005 Plan"). 2,167 shares shall first become exercisable on 02/17/12, 2,167 shares shall first become exercisable on 2/17/13, and 2,166 shares shall first become exercisable on 2/17/14. The options will expire ten years from the date of grant on 2/17/21, unless earlier terminated in accordance with the Stock Option Plan.

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