8-K

UNITED STATES

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):  February 24, 2008

MainSource Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Indiana	0-12422	35-1562245
State or Other Jurisdiction of Incorporation or Organization	Commission File No.	I.R.S. Employer Identification Number

2105 North State Road 3 Bypass

Greensburg, Indiana 47240

(Address of principal executive offices)

(812) 663-0157

(Registrant’s Telephone Number,

Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    < /font>Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)                Material Compensatory Plans, Contracts or Arrangements

2008 Base Salary

                On February 24, 2008, the Compensation Committee approved the 2008 base salary (effective as of March 1, 2008) for the Company’s Chief Executive Officer, Chief Financial Officer, and the other “Named Executive Officers”, all as set forth in the table below.

Name and Title	2008 Base Salary
Robert E. Hoptry President and Chief Executive Officer	$	325,000
James Anderson Chief Financial Officer	$	160,000
Jeffrey C. Smith Chief Operating Officer	$	191,000
John C. Parker Senior Vice President — Operations	$	155,000
Daryl R. Tressler President, MainSource Bank	$	225,000

Item 7.01Regulation FD Disclosure

                    On February 29, 2008, MainSource Financial Group, Inc. issued a press release announcing that its Board of Directors had declared a quarterly dividend of $.14 per share payable on March 17, 2008 to common shareholders of record as of March 10, 2008.  The press release is attached as an exhibit to this Report and is being furnished pursuant to this Item 7.01 as Exhibit 99.1 to this Report.

Item 9.01               Financial Statements and Exhibits.

(d)               Exhibits

Exhibit No.	Description
99.1	MainSource Financial Group, Inc.’s press release datedFebruary 29, 2008

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SIGNATURE

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

DATE: February 29, 2008	MAINSOURCE FINANCIAL GROUP, INC.
	/s/ Robert E. Hoptry
	Robert E. Hoptry
	President and Chief Executive Officer

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EX-99.1

First Quarter Dividend Declared
MainSource Financial Group — NASDAQ, MSFG

Greensburg, Indiana (NASDAQ:  MSFG) — MainSource Financial Group’s Board of Directors announced today that the Company declared a first quarter common dividend of $.14 per share at its February 25, 2008 meeting.  The dividend is payable on March 17, 2008 to common shareholders of record as of March 10, 2008.  The dividend represents a 3.7% increase over the dividend paid to shareholders in the fourth quarter last year.  This is MainSource Financial Group’s seventieth consecutive quarterly cash dividend.

MainSource Financial Group, Inc., headquartered in Greensburg, Indiana is listed on the NASDAQ Global Select Market (under the symbol: “MSFG”) and is a community-focused, financial holding company with assets of approximately $2.5 billion. The Company operates 65 offices in 30 Indiana counties, six offices in three Illinois counties, and five offices in two Ohio counties through its three banking subsidiaries, MainSource Bank, Greensburg, Indiana, MainSource Bank - Illinois, Kankakee, Illinois, and MainSource Bank - Ohio, Troy, Ohio. Through its non-banking subsidiaries, MainSource Insurance LLC, and MainSource Title LLC, the Company and its banking subsidiaries provide various related financial services.

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. Actual results and experience could differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements.  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; changes in the quality or composition of the Company’s loan and investment portfolios; the Company’s ability to integrate acquisitions; the impact of our continuing acquisition strategy; and other factors, including various “risk factors” as set forth in our most recent Annual Report on Form 10-K and in other reports we file from time to time with the Securities and Exchange Commission.  These reports are available publicly on the SEC website, www.sec.gov, and on the Company’s website, www.mainsourcefinancial.com.

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MainSource Financial Group, 2105 N. State Road 3 Bypass, P.O. Box 2000, Greensburg, IN  47240