8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): November 20, 2002


                           MAINSOURCE FINANCIAL GROUP
                   ------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

   INDIANA                        0-12422                     35-1562245
- ---------------            ---------------------        ---------------------
(State or other            (Commission File No.)           (I.R.S. Employer
Jurisdiction of                                         Identification Number)
Incorporation)

         201 NORTH BROADWAY              GREENSBURG, INDIANA    47240
         ---------------------------------------------------------------
         (Address of principal executive offices)             (Zip Code)

                                 (812) 663-0157
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
             -------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



Item 5. Other Events

Registrant's press release dated November 20, 2002 disclosing its execution of
an agreement, which is intended to lead to the merger of First Community
Bancshares, Inc. into MainSource Financial Group, Inc., attached hereto as
Exhibit 99.1, is incorporated herein.


Item 7.  Financial Statements and Exhibits

(a)  Not applicable

(b)  Not applicable

(c)  Exhibits:

 Exhibit No.   Description
 -----------   -----------

    99.1       MainSource Financial Group to Acquire First Community Bancshares,
               Inc.




                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                           INDIANA UNITED BANCORP


                           November 22, 2002

                           /s/ James L. Saner Sr
                           -------------------------------------------------
                           James L. Saner Sr
                           President and Chief Executive Officer

                           November 22, 2002

                           /s/ Donald A. Benziger
                           -------------------------------------------------
                           Donald A. Benziger
                           Senior Vice President & Chief Financial Officer


                           November 22, 2002

                           /s/ James M. Anderson
                           -------------------------------------------------
                           James M. Anderson
                           Controller & Principal Accounting Officer




                                INDEX TO EXHIBITS

 Exhibit No.   Description
 -----------   -----------

    99.1       MainSource Financial Group to Acquire First Community Bancshares,
               Inc.

EX-99.1

                                                                   EXHIBIT 99.1

                                  NEWS RELEASE

BW Account Number 1079001
DATE:           November 20, 2002 4:00pm E.S.T.
CONTACT:        James L. Saner, Sr., President and CEO
                MainSource Financial Group 812-663-0157


     MainSource Financial Group to Acquire First Community Bancshares, Inc.

MainSource Financial Group, Inc., Greensburg, Indiana (NASDAQ: MSFG) - James L.
Saner, Sr., President and Chief Executive Officer of MainSource Financial Group,
Inc. today announced that MainSource Financial Group has executed a letter of
intent which is expected to lead to the affiliation of First Community
Bancshares, Inc. (OTC BB: FCYB) with MainSource.

The agreement provides that First Community Bancshares, Inc. shareholders will
receive $21.00 in cash for each share of common stock of First Community
Bancshares, Inc. The transaction, which is expected to close in the second
quarter of 2003, is subject to the execution of a definitive merger agreement,
various regulatory approvals, and the approval of the shareholders of First
Community Bancshares, Inc.

Mr. Saner stated, "We are extremely pleased to have the opportunity to merge
First Community Bancshares into our company. First Community Bancshares, Inc.,
through its subsidiary, First Community Bank & Trust, has ten branches in
Johnson, Jennings, Marion, and Bartholomew counties in Indiana. Because the
company embraces a community-focused banking philosophy, the customers and
employees will fit seamlessly into MainSource Financial Group's family of banks.
This purchase dramatically strengthens our position in the south central Indiana
market. First Community Bank & Trust will expand our presence in Indiana to 52
offices in 22 counties with our consolidated assets approaching $1.4 billion."

Mr. Saner continued, "This transaction reaffirms our long-term strategic
objectives of preserving community banking values while positively impacting our
competitive position in markets we now serve. The banking locations we are
acquiring strategically complement our current geographic locations by expanding
our reach to the south central Indiana area. Our company is committed to
pursuing opportunities resulting in future growth and increased shareholder
value. Our history of continued expansion over the last several years is a
hallmark of our company's dedication to offering convenience and exceptional
service to those we serve."

MainSource Financial Group is listed on the Nasdaq Stock Market (NASDAQ: MSFG),
and is a community-focused, multi-bank financial services oriented holding
company with assets of approximately $1.2 billion. Through its three banking
subsidiaries, Capstone Bank, Watseka, Illinois; MainSource Bank, Greensburg,
Indiana; and Regional Bank, New Albany, Indiana; it operates 42 offices in 18
Indiana counties and seven offices in three Illinois counties. Through its
insurance subsidiary, MainSource Insurance, it operates five offices in Indiana
as well as one in Owensboro, Kentucky.

Forward-Looking Statements

Except for historical information contained herein, the discussion in this press
release may include certain forward-looking statements based upon management
expectations. Factors which could cause future results to differ from these
expectations include the following: general economic conditions; legislative and
regulatory initiatives; monetary and fiscal policies of the federal government;
deposit flows; the costs of funds; general market rates of interest; interest
rates on competing investments; demand for loan products; demand for financial
services; changes in accounting policies or guidelines; and changes in the
quality or composition of the Company's loan and investment portfolios.

The forward-looking statements included in the press release relating to certain
matters involve risks and uncertainties, including anticipated financial
performance, business prospects, and other similar matters, which reflect
management's best judgment based on factors currently known. Actual results and
experience could differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements as a result
of a number of factors, including but not limited to, those discussed in the
press release.


                                    * * * * *

 MainSource Financial Group, 201 N. Broadway, P.O. Box 87, Greensburg, IN 47240