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): May 19, 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 N. State Road 3 Bypass

Greensburg, IN  47240

(Address of principal executive offices)

(812) 663-6734

(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:

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

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

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

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

Item 5.03               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 19, 2008, the Board of Directors of the MainSource Financial Group, Inc. (the “Company”) approved an amendment to section 3.14 of the Company’s Bylaws to clarify the procedure for nominating directors.  Specifically, the amendment clarifies that the nominating committee recommends a slate of management nominees to the Board and the Board selects the management nominees for election.

The text of this amendment, which became effective immediately, is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.  A complete copy of the Company’s Bylaws, as amended, w ill be filed as Exhibit 3.1 to the Company’s report on Form 10-Q for the period ended June 30, 2008.

Item 7.01Regulation FD Disclosure

On May 23, 2008, MainSource Financial Group, Inc. issued a press release announcing that its Board of Directors had declared a quarterly dividend of $.145 per share payable on June 16, 2008 to common shareholders of record as of June 6, 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
3.1	Amendment to Bylaws of MainSource Financial Group, Inc., as adopted May 19, 2008
99.1	MainSource Financial Group, Inc.’s press release datedMay 23, 2008

2

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: May 23, 2008	MAINSOURCE FINANCIAL GROUP, INC.
	/s/ Robert E. Hoptry
	Robert E. Hoptry
	President and Chief Executive Officer

3

EX-3.1

Exhibit 3.1

Amendment to the Bylaws of

MAINSOURCE FINANCIAL GROUP, INC.

as Adopted by the Board of Directors

on May 19, 2008

3.14  NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are nominated in accordance with the procedures set forth in this Section 3.14 shall be eligible for election as directors. The Board of Directors shall appoint at least two members of the Board who satisfy the requirements to be considered an “independent director” under the rules of the National Association of Securities Dealers, Inc. and the Securities Exchange Commission to a nominating committee.  Prior to the date notice of the annual meeting of shareholders is sent to the shareholders of the Corporation, the nominating committee shall recommend to the Board of Directors the slate of management nominees for election as directors.  Based upon such recommendation, the Board of Directors shall select the management nominees for election as directors.  Shareholders of the Corporation may also nominate directors for election, provided such nominations are made pursuant to timely notice in writing to the nominating committee, care of the Secretary of the Corporation. To be timely, a shareholder’s notice shall be delivered to or mailed and received at the principal office of the Corporation not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholders’ notice shall set forth such information as the nominating committee shall determine.

EX-99.1

Exhibit 99.1

News Release

DATE:	May 23, 2008    3:30 p.m. E.S.T.
CONTACT:	Robert E. Hoptry, Chairman, President and CEO
	MainSource Financial Group, Inc. 812-663-6734

NNNewsN

Second 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 second quarter common dividend of $.145 per share at its May 19, 2008 meeting.  The dividend is payable on June 16, 2008 to common shareholders of record as of June 6, 2008.  The dividend represents a 3.6% increase over the dividend paid to shareholders in the second quarter last year.  This is MainSource Financial Group’s seventy-first 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.

* * * * *

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