<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                               MBT FINANCIAL CORP.
             (Exact Name of Registrant as specified in its Charter)

       MICHIGAN                                           38-3516922
(State of Incorporation)                       (IRS Employer Identification No.)

                              102 EAST FRONT STREET
                             MONROE, MICHIGAN 48161
          (Address of principal executive offices, including zip code)

                MBT FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                 MR. RONALD D. LABEAU
                                 CHIEF EXECUTIVE OFFICER
                                 MBT FINANCIAL CORP.
                                 102 EAST FRONT STREET
                                 MONROE, MICHIGAN 48161
                                 (734) 241-3431
            (Name, address and telephone number of agent for service)

                                 COPIES TO:
                                 DAVID J. MACK, ESQ.
                                 WERNER & BLANK, LLC
                                 7205 WEST CENTRAL AVENUE
                                 TOLEDO, OHIO  43617
                                 (419) 841-8051

<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed Maximum       Proposed Maximum           Amount of
           Title of Securities                 Amount to be           Offering Price       Aggregate Offering         Registration
            to be Registered                   Registered(1)           per Share(2)             Price(2)                  Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>                   <C>                       <C>
  Common Shares, no par value                     100,000                $18.225               $1,822,500                $148
</TABLE>

(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of common shares, no par value ("Common Shares"),
of MBT Financial Corp. (the "Company" or "Registrant") registered hereby as a
result of a stock split, stock dividend or similar adjustment of the outstanding
Common Shares.

(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to paragraphs (h) and (c) of Rule 457 under the
Securities Act of 1933 ("Securities Act") based upon the average of the high and
low prices of the Common Shares as reported in the consolidated reporting system
on May 27, 2003.



<PAGE>
                                     PART II



ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 2002.

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2003.

         (c)      The Company's Current Report on Form 8-K filed on April 15,
                  2003.

         (d)      The description of the Common Shares of the Company contained
                  in the Company's Current Report on Form 8-K filed on August
                  16, 2001.

         (e)      All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 or 15(d) of the Exchange Act after the date hereof
                  and prior to the filing of a post-effective amendment which
                  indicates that all securities offered have been sold or which
                  deregisters all securities then remaining unsold.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Restated Articles of Incorporation require that its
directors and officers be indemnified to the fullest extent permitted by the
Michigan Business Corporation Act in their service as directors and officers of
the Company or, when serving at the request of the Company as directors,
officers, employees, partners or agents of another entity.

         The Michigan Business Corporation Act provides that the Company has the
power to indemnify its directors and officers against expenses, including
attorneys fees, judgments, fines and settlement payments where the director or
officer is a party or is threatened to be made a party to any threatened,
pending, or completed suit or proceeding, other than an action by or in the
right of the Company, by reason of the fact that the person was serving as a
director or officer of the Company or, at the request of the Company, as a
director, officer, partner, employee or agent of another entity. As to actions
brought by or in the right of the Company, the Company has the power to
indemnify its directors and officers under the Michigan Business Corporation Act
against expenses incurred by them as a party to the action brought by or in the
name of the Company by reason of the fact that the person was serving as a
director or officer of the Company or was serving at the request of the Company
as a director, officer, partner, trustee,

<PAGE>
employee or agent of another entity, including settlement payments. However, no
indemnification may be made under the Michigan Business Corporation Act of a
director or officer of the Company in an action brought by or in the name of the
Company where the person has been found liable to the Company except to the
extent that a court of competent jurisdiction determines that the director or
officer is fairly and reasonably entitled to the indemnification in light of all
the relevant circumstances.

The Company's Restated Articles of Incorporation also provide that its directors
will not be personally liable to the Company or to its shareholders for money
damages for breaches of fiduciary duty, except to the extent that this
limitation of liability contravenes the Michigan Business Corporation Act. This
provision of the Company's Articles of Incorporation has the effect of limiting
the personal liability of the directors of the Company in their capacity as
directors but not in their capacity as officers. This provision of the Company's
Articles of Incorporation does not eliminate or limit the liability of a
director for (1) a financial benefit to which he or she is not entitled, (2)
intentional infliction of harm on the Company or its shareholders, (3) the
payment of an illegal dividend, approval of an illegal distribution, the making
of a loan to a director, officer or employee of the Company or a subsidiary that
violates the Michigan Business Corporation Act, where the director's conduct
does not meet the standards imposed by the Michigan Business Corporation Act, or
(4) an intentional criminal act.

         The Company also carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.           EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         Number            Exhibit

             4*            Restated Articles of Incorporation of MBT Financial
                           Corp.

           23.1            Consent of Plante & Moran, PLLC

           23.2            Explanation concerning absence of Written Consent of
                           Arthur Andersen LLP

            24             Power of Attorney

*    Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the year ended December 31, 2000.




<PAGE>
ITEM 9.    UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)      To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;
                (ii)     To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement;

                         [Provided, however, that paragraphs (a)(1)(i) and
                         (a)(1)(ii) do not apply if the registration statement
                         is on Form S-3, Form S-8 or Form F-3, and the
                         information required to be included in a post-effective
                         amendment by those paragraphs is contained in periodic
                         reports filed with or furnished to the Commission by
                         the registrant pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934 that are incorporated
                         by reference in the registration statement.]

                (iii)    To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

           (2)  That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new Registration Statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 that is
           incorporated by reference in the Registration Statement shall be
           deemed to be a new Registration Statement relating to the securities
           offered herein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

     (h)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable. In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer or
           controlling person of the Registrant in the successful defense of any
           action, suit or proceedings) is asserted by such director,

<PAGE>
           officer or controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Michigan, on May 30, 2003.

                                            MBT Financial Corp.

                                      By:   /s/ Ronald D. LaBeau
                                            ------------------------
                                            Ronald D. LaBeau
                                            Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
    SIGNATURE                                     TITLE                           DATE
    ---------                                     -----                           ----

<S>                            <C>                                             <C>
/s/ Ronald D. LaBeau              Chairman, Chief Executive Officer and
------------------------                         Director                      May 30, 2003
Ronald D. LaBeau                      (Principal Executive Officer)


/s/ John L. Skibski              Senior Vice President and Chief Financial
------------------------                          Officer                      May 30, 2003
John L. Skibski                 (Principal Financial and Accounting Officer)
</TABLE>


Directors*
Connie S. Cape
Joseph S. Daly
Thomas M. Huner
William D. McIntyre, Jr.
Michael J. Miller
Richard A. Sieb
Philip P. Swy

* for each of the above directors pursuant to power of attorney filed with this
  Registration Statement.

By: /s/  Ron D. LaBeau                             May 30, 2003
    -------------------------------
    Ronald D. LaBeau
    (pursuant to power of attorney)





<PAGE>
                                  EXHIBIT INDEX


      4*               Restated Articles of Incorporation of Registrant

     23.1              Consent of Plante & Moran, PLLC, independent auditors for
                       the Registrant

     23.2              Explanation concerning absence of Written Consent of
                       Arthur Andersen LLP

     24                Power of Attorney


* Incorporated by reference to the Registrant's Annual Report on Form 10-K, for
  the year ended December 31, 2000.
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{"company-data": {"conformed-name": "MBT FINANCIAL CORP", "cik": "0001118237", "assigned-sic": "6021", "irs-number": "383516922", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105681", "film-number": "03725090"}, "business-address": {"street1": "102 EAST FRONT STREET", "city": "MONROE", "state": "MI", "zip": "48161", "phone": "7342422893"}, "mail-address": {"street1": "102 EAST FRONT STREET", "city": "MONROE", "state": "MI", "zip": "48161"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                               MBT FINANCIAL CORP.
             (Exact Name of Registrant as specified in its Charter)

       MICHIGAN                                           38-3516922
(State of Incorporation)                       (IRS Employer Identification No.)

                              102 EAST FRONT STREET
                             MONROE, MICHIGAN 48161
          (Address of principal executive offices, including zip code)

                MBT FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                 MR. RONALD D. LABEAU
                                 CHIEF EXECUTIVE OFFICER
                                 MBT FINANCIAL CORP.
                                 102 EAST FRONT STREET
                                 MONROE, MICHIGAN 48161
                                 (734) 241-3431
            (Name, address and telephone number of agent for service)

                                 COPIES TO:
                                 DAVID J. MACK, ESQ.
                                 WERNER & BLANK, LLC
                                 7205 WEST CENTRAL AVENUE
                                 TOLEDO, OHIO  43617
                                 (419) 841-8051
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed Maximum       Proposed Maximum           Amount of
           Title of Securities                 Amount to be           Offering Price       Aggregate Offering         Registration
            to be Registered                   Registered(1)           per Share(2)             Price(2)                  Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Shares, no par value                     100,000                $18.225               $1,822,500                $148
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of common shares, no par value ("Common Shares"),
of MBT Financial Corp. (the "Company" or "Registrant") registered hereby as a
result of a stock split, stock dividend or similar adjustment of the outstanding
Common Shares.

(2) Estimated solely for the purpose of calculating the registration fee, which
has been calculated pursuant to paragraphs (h) and (c) of Rule 457 under the
Securities Act of 1933 ("Securities Act") based upon the average of the high and
low prices of the Common Shares as reported in the consolidated reporting system
on May 27, 2003.
PART II

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a)      The Company's Annual Report on Form 10-K for the year ended
                  December 31, 2002.

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2003.

         (c)      The Company's Current Report on Form 8-K filed on April 15,
                  2003.

         (d)      The description of the Common Shares of the Company contained
                  in the Company's Current Report on Form 8-K filed on August
                  16, 2001.

         (e)      All documents filed by the Company pursuant to Sections 13(a),
                  13(c), 14 or 15(d) of the Exchange Act after the date hereof
                  and prior to the filing of a post-effective amendment which
                  indicates that all securities offered have been sold or which
                  deregisters all securities then remaining unsold.

ITEM 4.           DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.           INTEREST OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's Restated Articles of Incorporation require that its
directors and officers be indemnified to the fullest extent permitted by the
Michigan Business Corporation Act in their service as directors and officers of
the Company or, when serving at the request of the Company as directors,
officers, employees, partners or agents of another entity.

         The Michigan Business Corporation Act provides that the Company has the
power to indemnify its directors and officers against expenses, including
attorneys fees, judgments, fines and settlement payments where the director or
officer is a party or is threatened to be made a party to any threatened,
pending, or completed suit or proceeding, other than an action by or in the
right of the Company, by reason of the fact that the person was serving as a
director or officer of the Company or, at the request of the Company, as a
director, officer, partner, employee or agent of another entity. As to actions
brought by or in the right of the Company, the Company has the power to
indemnify its directors and officers under the Michigan Business Corporation Act
against expenses incurred by them as a party to the action brought by or in the
name of the Company by reason of the fact that the person was serving as a
director or officer of the Company or was serving at the request of the Company
as a director, officer, partner, trustee,
employee or agent of another entity, including settlement payments. However, no
indemnification may be made under the Michigan Business Corporation Act of a
director or officer of the Company in an action brought by or in the name of the
Company where the person has been found liable to the Company except to the
extent that a court of competent jurisdiction determines that the director or
officer is fairly and reasonably entitled to the indemnification in light of all
the relevant circumstances.

The Company's Restated Articles of Incorporation also provide that its directors
will not be personally liable to the Company or to its shareholders for money
damages for breaches of fiduciary duty, except to the extent that this
limitation of liability contravenes the Michigan Business Corporation Act. This
provision of the Company's Articles of Incorporation has the effect of limiting
the personal liability of the directors of the Company in their capacity as
directors but not in their capacity as officers. This provision of the Company's
Articles of Incorporation does not eliminate or limit the liability of a
director for (1) a financial benefit to which he or she is not entitled, (2)
intentional infliction of harm on the Company or its shareholders, (3) the
payment of an illegal dividend, approval of an illegal distribution, the making
of a loan to a director, officer or employee of the Company or a subsidiary that
violates the Michigan Business Corporation Act, where the director's conduct
does not meet the standards imposed by the Michigan Business Corporation Act, or
(4) an intentional criminal act.

         The Company also carries directors' and officers' liability insurance
coverage which insures its directors and officers and the directors and officers
of its subsidiaries in certain circumstances.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

ITEM 8.           EXHIBITS.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         Number            Exhibit

             4*            Restated Articles of Incorporation of MBT Financial
                           Corp.

           23.1            Consent of Plante & Moran, PLLC

           23.2            Explanation concerning absence of Written Consent of
                           Arthur Andersen LLP

            24             Power of Attorney

*    Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the year ended December 31, 2000.
ITEM 9.    UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)      To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;
                (ii)     To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement;

                         [Provided, however, that paragraphs (a)(1)(i) and
                         (a)(1)(ii) do not apply if the registration statement
                         is on Form S-3, Form S-8 or Form F-3, and the
                         information required to be included in a post-effective
                         amendment by those paragraphs is contained in periodic
                         reports filed with or furnished to the Commission by
                         the registrant pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934 that are incorporated
                         by reference in the registration statement.]

                (iii)    To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         Registration Statement or any material change to such
                         information in the Registration Statement;

           (2)  That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new Registration Statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

     (b)   The undersigned Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act of 1933, each
           filing of the Registrant's annual report pursuant to Section 13(a) or
           Section 15(d) of the Securities Exchange Act of 1934 that is
           incorporated by reference in the Registration Statement shall be
           deemed to be a new Registration Statement relating to the securities
           offered herein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof.

     (h)   Insofar as indemnification for liabilities arising under the
           Securities Act of 1933 may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Securities and Exchange Commission such
           indemnification is against public policy as expressed in the Act and
           is, therefore, unenforceable. In the event that a claim for
           indemnification against such liabilities (other than the payment by
           the Registrant of expenses incurred or paid by a director, officer or
           controlling person of the Registrant in the successful defense of any
           action, suit or proceedings) is asserted by such director,
officer or controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Michigan, on May 30, 2003.

                                            MBT Financial Corp.

                                      By:   /s/ Ronald D. LaBeau
                                            ------------------------
                                            Ronald D. LaBeau
                                            Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                     TITLE                           DATE
    ---------                                     -----                           ----
/s/ Ronald D. LaBeau              Chairman, Chief Executive Officer and
------------------------                         Director                      May 30, 2003
Ronald D. LaBeau                      (Principal Executive Officer)

/s/ John L. Skibski              Senior Vice President and Chief Financial
------------------------                          Officer                      May 30, 2003
John L. Skibski                 (Principal Financial and Accounting Officer)
Directors*
Connie S. Cape
Joseph S. Daly
Thomas M. Huner
William D. McIntyre, Jr.
Michael J. Miller
Richard A. Sieb
Philip P. Swy

* for each of the above directors pursuant to power of attorney filed with this
  Registration Statement.

By: /s/  Ron D. LaBeau                             May 30, 2003
    -------------------------------
    Ronald D. LaBeau
    (pursuant to power of attorney)
EXHIBIT INDEX

      4*               Restated Articles of Incorporation of Registrant

     23.1              Consent of Plante & Moran, PLLC, independent auditors for
                       the Registrant

     23.2              Explanation concerning absence of Written Consent of
                       Arthur Andersen LLP

     24                Power of Attorney

* Incorporated by reference to the Registrant's Annual Report on Form 10-K, for
  the year ended December 31, 2000.