May 11, 2005

Mail Stop 0408

By U.S. Mail and Facsimile to (317) 684-5131

James L. Saner, Sr.
Chairman of the Board, President and Chief Executive Officer
Mainsource Financial Group, Inc.
201 North Broadway
Greensburg, Indiana 47240

Re:	Mainsource Financial Group, Inc.
	Form S-3 filed April 12, 2005
	File No. 333-124018

Dear Mr. Saner:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Form S-3

General

1. In the next amendment, please include the graphics, maps, any
photographs, and related captions as they will appear in the
prospectus, or provide them to us supplementally.

Prospectus Summary

2. All references to the narrator, or otherwise, should be clear
from
the context.  Refer to Rule 421 of Regulation C.  Shareholders
should
be able to ascertain the parties involved, and their respective
role,
without the need of a legend such as that in the last sentence of
the
first paragraph of the summary.  Please delete.

3. The summary should not include a lengthy description of the
company`s strengths and business strategy.  There is a certain
amount
of repetitiveness in the Summary section.  Please revise to
eliminate
all unnecessary repetition.

4. To the extent that you discuss your competitive strengths and
business strategy in your summary, you should balance this
disclosure
with a discussion of the shortcomings and risks of implementing
that
strategy.  Please revise.

5. We note your discussion at the end of the Business Strategy
section your discussion of increases in non-interest income.
Please
revise to balance this with disclosure of the corresponding
increases
in non-interest expenses.

Risk Factors

6. Please change the formatting of each subheading in this section
in
order to set off the subheadings from the text of the risk
factors.

Use of Proceeds

7. Please revise to clarify the reference to short-term
indebtedness.


Form 10-K for the year ended December 31, 2004

Item 1 - Business

8. In future filings, please give a brief description of the
economic
area in which you do business.  For example, describe the nature
of
employment in the area, give population figures, and describe any
material changes in these factors.

9. In future filings, provide a discussion of your loan portfolio,
including disclosure of the following matters:

		- the characteristics and underwriting criteria for each
loan type
- - the risks attaching to each type of loan and the risk relative
to
other types of lending
- - the steps you take to reduce these risks, including, for
example,
limits on lending    to one borrower




Item 6 - Selected Financial Data

10. In future filings, please consider including the ratio of
allowance for loan loss to non-performing loans in the selected
financial data table.


*      *      *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      You may contact Isa Farhat, Staff Accountant, at (202) 551-
3485
or Donald Walker, Senior Assistant Chief Accountant, at (202) 551-
3490 if you have questions regarding accounting-related matters.
Please contact Gregory Dundas at (202) 551-3436 or me at (202)
551-
3418 with any other questions.

						Sincerely,



						William Friar
						Senior Financial Analyst

cc:	Alan W. Becker, Esq.
	Bose McKinney & Evans LLP
	135 North Pennsylvania Street, Suite 2700
	Indianapolis, Indiana 46204

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Mainsource Financial Group, Inc.
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