June 7, 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.
	Amendment No. 1 to Form S-3 filed May 23, 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 a separately captioned section, please provide pro forma
financial information relative to your acquisition of Madison Bank
&
Trust Company.  Refer to Article 11 of Regulation S-X.  If you
have
determined that this is not a significant acquisition, please
provide
us with your computations of significance.



Form 10-Q

Item 1 - Financial Statements

Consolidated Statements of Income and Comprehensive Income - page
4

2. Unless immaterial to your financial statements, please revise
the
format of your consolidated statements of income to provide the
required reporting for the discontinued operations of MainSource
Insurance in accordance with paragraphs 41 through 45 of SFAS 144.

Note 4 - Securities - page 8
3. Please revise to provide the disclosures required under SAB
Topic
5:M and EITF 03-1 for the unrealized losses in your available-for-
sale portfolio.

*      *      *
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.

      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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