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): June 8, 2004


                        MAINSOURCE FINANCIAL GROUP, INC.
                   ------------------------------------------
               (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

        On June 8, 2004, the Company announced the consummation of its
acquisition of Peoples Financial Corp. effective with the close of business on
June 7, 2004. Attached as Exhibit 99.1 is the news release.


Item 7.  Financial Statements and Exhibits

(a)  Not applicable

(b)  Not applicable

(c)  Exhibits:

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

    99.1       MainSource Financial Group News Release












                                   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.

                           MAINSOURCE FINANCIAL GROUP, INC.


                           June 8, 2004

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

                           June 8, 2004

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

                           June 8, 2004

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




                                INDEX TO EXHIBITS

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

    99.1       MainSource Financial Group News Release

EX-99.1

                                                                    EXHIBIT 99.1

                                  News Release

BW Account Number: 1079001

Date:                    June 8, 2004 4:00 P.M., EST
Contact:                 James L. Saner, Sr., President & CEO
                         Mainsource Financial Group (812) 663-0157


           MainSource Financial Group Acquires Peoples Financial Corp.


MainSource Financial Group, Inc., Greensburg, Indiana (NASDAQ: MSFG) - James L.
Saner, Sr., President and Chief Executive Officer of MainSource Financial Group,
Inc. today announced the consummation of its acquisition of Peoples Financial
Corp. and its wholly owned subsidiary, Peoples Trust Company. With total assets
of approximately $120 million, Peoples Trust Company operates seven offices in
Greene County, Indiana.

Mr. Saner stated, "I am pleased to welcome the employees and customers of
Peoples Trust Company into MainSource Financial Group. We remain committed to
our community banking philosophy and this transaction reaffirms our long-term
strategic objective of preserving the local decision-making and personal
customer service that is quickly being abandoned in the smaller communities. We
feel that this type of service, combined with MainSource Financial Group's
exceptional product offerings, provides the residents of Greene County a unique
opportunity to manage all of their financial needs from one location. "

Mr. Saner continued, "This acquisition will expand MainSource Financial Group's
presence in Indiana to 58 offices in 22 counties. MainSource Financial Group is
currently one of the top 20 multi-bank holding companies that is publicly traded
in the state of Indiana and we are proud to continue our growth in new areas.
Also, the addition of Greene County provides a geographic connection between our
Indiana and Illinois banking centers."

MainSource Financial Group, Inc., headquartered in Greensburg, Indiana, is
listed on the NASDAQ Stock Market (trading symbol: MSFG) and is a
community-focused, multi-bank, financial services oriented holding company with
assets of over $1.5 billion. Through its five banking subsidiaries, First
Community Bank and Trust, Bargersville, Indiana; MainSource Bank, Greensburg,
Indiana; Regional Bank, New Albany, Indiana; Capstone Bank, Watseka, Illinois;
and Peoples Trust Company it operates 58 offices in 22 Indiana counties and
seven offices in three Illinois counties. Through its insurance subsidiary,
MainSource Insurance, it operates eight 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
timing of the closing of the transaction, the timing and success of integration
efforts once the transaction is complete, MainSource's expectations or ability
to realize success with the affiliation with Peoples Financial Corp, the impact
of this transaction, if successful, on MainSource's business.

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