As  filed  with  the  Securities  and  Exchange Commission  on January 12, 2001.

                                                 Registration No. 333-_____
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                            REGISTRATION STATEMENT ON
                                    FORM S-8
                        UNDER THE SECURITIES ACT OF 1933



                           MUTUALFIRST FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

               Maryland                                35-208560
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

  110 E. Charles Street, Muncie, Indiana                47305
 (Address of principal executive offices)             (Zip Code)


                           MUTUALFIRST FINANCIAL, INC.
                      2000 STOCK OPTION AND INCENTIVE PLAN
                                       AND
                       2000 RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                            Martin L. Meyrowitz, P.C.
                            Michael R. Gartman, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                        Proposed maximum    Proposed maximum
                                        Amount to be    offering price        aggregate           Amount of
Title of securities to be registered    registered      per share           offering price     registration fee
<S>                                     <C>             <C>                 <C>                <C>

Common Stock, $0.01 par value per share 814,745 shares  $14.50(1)           $11,813,803(1)     $2,954(1)

====================================================================================================================

(1)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating the registration  fee. The shares being  registered  hereby
         are being  registered based upon the average of the high and low prices
         per share of the common stock on The Nasdaq  National  Market of $14.50
         per share on January 10, 2001.

</TABLE>
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the information  specified in Part I of the
Form S-8 will be sent or given to participants in MutualFirst  Financial's  2000
Stock Option and  Incentive  Plan and 2000  Recognition  and  Retention  Plan as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission ("SEC") under the Securities Act of 1933, as amended.

         Such documents are not being filed with the SEC, but constitute  (along
with the documents  incorporated  by reference into the  registration  statement
pursuant to Item 3 of Part II of this registration statement), prospectuses that
meet the requirements of Section 10(a) of the Securities Act.

                                       I-2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents previously or concurrently filed by MutualFirst
Financial,  Inc.  (the  "Company" or the  "Registrant")  with the SEC are hereby
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:

1.       The annual report on Form 10-K of the Company for the fiscal year ended
         December 30, 1999 (File No. 000-27905).

2.       The  quarterly  report on Form 10-Q of the  Company  for the  quarterly
         period ended March 31, 2000.

3.       The  quarterly  report on Form 10-Q of the  Company  for the  quarterly
         period ended June 30, 2000.

4.       The  quarterly  report on Form 10-Q of the  Company  for the  quarterly
         period ended September 30, 2000.

5.       The description of the Company's  common stock contained on pages 39-40
         of the Company's Registration Statement on Form S-4 filed September 25,
         2000 (and any  amendments  or reports filed for the purpose of updating
         the description) (File No. 333- 46510).

         All documents  subsequently  filed by the Company with the SEC pursuant
to Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
registration statement and the prospectuses to be a part hereof and thereof from
the  date of the  filing  of such  documents.  Any  statement  contained  in the
documents  incorporated,  or deemed to be  incorporated,  by reference herein or
therein  shall be deemed to be  modified  or  superseded  for  purposes  of this
registration  statement  and the  prospectuses  to the extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement and the prospectuses.

         The Company  shall  furnish  without  charge to each person to whom the
prospectuses  are  delivered,  on the written or oral request of such person,  a
copy  of any or all of the  documents  incorporated  by  reference,  other  than
exhibits to such documents  (unless such exhibits are specifically  incorporated
by  reference  to the  information  that is  incorporated).  Requests  should be
directed to: Stockholder Relations,  MutualFirst Financial, Inc., 110 E. Charles
Street, Muncie, Indiana 47305; telephone number (765) 747-2800.

                                      II-1

<PAGE>


         All  information  appearing  in  this  registration  statement  and the
prospectuses is qualified in its entirety by the detailed information, including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

         Article 12 of MutualFirst's  Articles of Incorporation provides for the
indemnification  of current and former  directors  and  officers of  MutualFirst
against  liability  up to the fullest  extent  required or permitted by Maryland
General  Corporation Law,  including but not limited to expenses incurred in any
proceeding.  Article 12,  subparagraph  E also  provides  for the  authority  to
purchase insurance for indemnification purposes.

         Section 2-418 of the General  Corporation  Law of the State of Maryland
authorizes a  corporation's  Board of Directors to  indemnifying  directors  and
officers,  when they are made,  or  threatened  to be made,  parties  to certain
proceedings by reason of their status with the corporation,  against  judgments,
fines,  settlements and reasonable expenses actually incurred in connection with
the proceeding.  In addition,  under certain  circumstances  such persons may be
indemnified  against expenses  actually and reasonably  incurred in defense of a
proceeding  by or on behalf of the  corporation.  Indemnification  is  permitted
unless it is proven  that (1) the  conduct  of the person  was  material  to the
matter giving rise to the  proceeding  and the person acted in bad faith or with
"active and deliberate dishonesty," (2) the person actually received an improper
benefit, or (3) in the case of a criminal  proceeding,  the person had reason to
believe that his conduct was unlawful.

         Maryland  law  provides  that  where  a  person  is  a  defendant  in a
derivative proceeding,  the person may not be indemnified if the person is found
liable to the  corporation.  Maryland law also provides that a person may not be
indemnified in any proceeding  alleging  improper personal benefit to the person
in which the person was found  liable on the grounds that  personal  benefit was
improperly received.

         Maryland law further  provides  that unless  otherwise  provided in the
corporation's  Articles  of  Incorporation,  a director  or officer  (but not an
employee or agent) who is  successful  on the merits or  otherwise in defense of
any proceeding must be indemnified against reasonable expenses.  The Articles of
Incorporation do not otherwise provide a bar against mandatory indemnification.

         Finally,  Section 2-418(f) of the General  Corporation Law also permits
expenses  incurred  by a person  in  defending  a  proceeding  to be paid by the
corporation  in  advance of the final  disposition  of the  proceeding  upon the
receipt of an  undertaking by the director or officer to repay this amount if it
is ultimately determined that he or she is not entitled to be indemnified by the
corporation  against  these  expenses.  The person  seeking  indemnification  of
expenses must affirm in writing that

                                      II-2

<PAGE>


he or she believes in good faith that he or she has met the applicable standard
for indemnification of expenses.

Item 7.    Exemption from Registration Claimed.

          Not applicable.

Item 8.    Exhibits.

         See the Exhibits Index to this Registration Statement.

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 SEC pursuant to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective 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;

                  provided,  however,  that clauses (i) and (ii) do not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  clauses is  contained in periodic  reports
                  filed with or furnished to the SEC by the Registrant  pursuant
                  to Section 13 or Section 15(d) of the Securities  Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement.


                                      II-3

<PAGE>



         (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 therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)      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
         SEC such indemnification is against public policy as expressed in the
         Securities Act of 1933 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 of expenses
         incurred or paid by a director, officer or controlling person in the
         successful defense of any action, suit or proceeding) 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
         Securities Act of 1933 and will be governed by the final adjudication
         of such issue.


                                      II-4

<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets  all 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 in the City of Muncie,  State of Indiana on January 12,
2001.


                                     MUTUALFIRST FINANCIAL, INC.


                                     By:/s/ R. DONN ROBERTS
                                        --------------------------------------
                                        R. Donn Roberts
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby makes, constitutes and
appoints R. Donn Roberts his true and lawful  attorney,  with full power to sign
for each person and in such person's name and capacity indicated below, and with
full  power  of  substitution,  any and  all  amendments  to  this  Registration
Statement,  hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.  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.

      Name                             Title                         Date

/s/ Wilbur R. Davis            Chairman of the Board           January 12, 2001
----------------------
Wilbur R. Davis

/s/ R. Donn Roberts            President, Chief Executive      January 12, 2001
----------------------         Officer and Director
R. Donn Roberts                (Principal Executive Officer)


/s/ Timothy J. McArdle         Senior Vice President,          January 12, 2001
----------------------         Treasurer and Controller
Timothy J. McArdle             (Principal Financial and
                               Accounting Officer)



                                      II-5

<PAGE>


      Name                             Title                         Date

/s/ Julie A. Skinner           Director and Vice Chairman      January 12, 2001
----------------------
Julie A. Skinner

/s/ Linn A. Crull              Director                        January 12, 2001
----------------------
Linn A. Crull

/s/ Edward J. Dobrow           Director                        January 12, 2001
----------------------
Edward J. Dobrow

/s/ William V. Hughes          Director                        January 12, 2001
----------------------
William V. Hughes

/s/ James D. Rosema            Director                        January 12, 2001
----------------------
James D. Rosema

/s/ Steven L. Banks            Director                        January 12, 2001
----------------------
Steven L. Banks

/s/ John H. Dalton             Director                        January 12, 2001
----------------------
John H. Dalton

/s/ Jon R. Marler              Director                        January 12, 2001
----------------------
Jon R. Marler

/s/ Jerry D. McVicker          Director                        January 12, 2001
----------------------
Jerry D. McVicker




                                      II-6

<PAGE>



                                 EXHIBITS INDEX


   Exhibit
   Number                        Description of Exhibits
--------------------------------------------------------------------------------

    4.1 Articles of Incorporation, as amended, for MutualFirst Financial, Inc.,
        as amended.

    4.2 Bylaws of MutualFirst Financial, Inc. filed on September 16, 1999 as
        Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (File No.
        333-87239), is incorporated herein by reference.

    4.3 Form of  Certificate  of  Common  Stock,  filed  on September  16,  1999
        as  Exhibit 4 to  Registrant's Registration   Statement  on Form  S-1
        (File  No. 333-87239), is incorporated herein by reference.

    5   Opinion of Silver, Freedman & Taff, L.L.P.

   23.1 Consent of Olive LLP

   23.2 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).

   24   Power of Attorney (included in signature pages).

   99.1 Registrant's  2000 Stock Option and Incentive  Plan filed  on
        September  25,  2000  as  Appendix  D to Registrant's  Registration
        Statement  on Form  S-4 (File No.  333-46510),  is  incorporated
        herein by reference.

   99.2 Registrant's  2000  Recognition  and Retention Plan filed  on
        September  25,  2000  as  Appendix  E to Registrant's  Registration
        Statement  on Form  S-4 (File No.  333-46510),  is  incorporated
        herein by reference.




                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20755}]
{"company-data": {"conformed-name": "MUTUALFIRST FINANCIAL INC", "cik": "0001094810", "assigned-sic": "6022", "irs-number": "371392810", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53600", "film-number": "1507676"}, "business-address": {"street1": "110 E CHARLES STREET", "city": "MUNCIE", "state": "IN", "zip": "47305", "phone": "7657472800"}, "mail-address": {"street1": "110 E CHARLES STREET", "city": "MUNCIE", "state": "IN", "zip": "47305"}, "former-company": {"former-conformed-name": "MFS FINANCIAL INC", "date-changed": "19990910"}}
As  filed  with  the  Securities  and  Exchange Commission  on January 12, 2001.

                                                 Registration No. 333-_____
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                            REGISTRATION STATEMENT ON
                                    FORM S-8
                        UNDER THE SECURITIES ACT OF 1933

                           MUTUALFIRST FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

               Maryland                                35-208560
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

  110 E. Charles Street, Muncie, Indiana                47305
 (Address of principal executive offices)             (Zip Code)

                           MUTUALFIRST FINANCIAL, INC.
                      2000 STOCK OPTION AND INCENTIVE PLAN
                                       AND
                       2000 RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                            Martin L. Meyrowitz, P.C.
                            Michael R. Gartman, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                        Proposed maximum    Proposed maximum
                                        Amount to be    offering price        aggregate           Amount of
Title of securities to be registered    registered      per share           offering price     registration fee
Common Stock, $0.01 par value per share 814,745 shares  $14.50(1)           $11,813,803(1)     $2,954(1)

====================================================================================================================

(1)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating the registration  fee. The shares being  registered  hereby
         are being  registered based upon the average of the high and low prices
         per share of the common stock on The Nasdaq  National  Market of $14.50
         per share on January 10, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the information  specified in Part I of the
Form S-8 will be sent or given to participants in MutualFirst  Financial's  2000
Stock Option and  Incentive  Plan and 2000  Recognition  and  Retention  Plan as
specified  by  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission ("SEC") under the Securities Act of 1933, as amended.

         Such documents are not being filed with the SEC, but constitute  (along
with the documents  incorporated  by reference into the  registration  statement
pursuant to Item 3 of Part II of this registration statement), prospectuses that
meet the requirements of Section 10(a) of the Securities Act.

                                       I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

         The following documents previously or concurrently filed by MutualFirst
Financial,  Inc.  (the  "Company" or the  "Registrant")  with the SEC are hereby
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:

1.       The annual report on Form 10-K of the Company for the fiscal year ended
         December 30, 1999 (File No. 000-27905).

2.       The  quarterly  report on Form 10-Q of the  Company  for the  quarterly
         period ended March 31, 2000.

3.       The  quarterly  report on Form 10-Q of the  Company  for the  quarterly
         period ended June 30, 2000.

4.       The  quarterly  report on Form 10-Q of the  Company  for the  quarterly
         period ended September 30, 2000.

5.       The description of the Company's  common stock contained on pages 39-40
         of the Company's Registration Statement on Form S-4 filed September 25,
         2000 (and any  amendments  or reports filed for the purpose of updating
         the description) (File No. 333- 46510).

         All documents  subsequently  filed by the Company with the SEC pursuant
to Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
then  remaining  unsold,  shall be deemed  incorporated  by reference  into this
registration statement and the prospectuses to be a part hereof and thereof from
the  date of the  filing  of such  documents.  Any  statement  contained  in the
documents  incorporated,  or deemed to be  incorporated,  by reference herein or
therein  shall be deemed to be  modified  or  superseded  for  purposes  of this
registration  statement  and the  prospectuses  to the extent  that a  statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement and the prospectuses.

         The Company  shall  furnish  without  charge to each person to whom the
prospectuses  are  delivered,  on the written or oral request of such person,  a
copy  of any or all of the  documents  incorporated  by  reference,  other  than
exhibits to such documents  (unless such exhibits are specifically  incorporated
by  reference  to the  information  that is  incorporated).  Requests  should be
directed to: Stockholder Relations,  MutualFirst Financial, Inc., 110 E. Charles
Street, Muncie, Indiana 47305; telephone number (765) 747-2800.

                                      II-1
All  information  appearing  in  this  registration  statement  and the
prospectuses is qualified in its entirety by the detailed information, including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

         Article 12 of MutualFirst's  Articles of Incorporation provides for the
indemnification  of current and former  directors  and  officers of  MutualFirst
against  liability  up to the fullest  extent  required or permitted by Maryland
General  Corporation Law,  including but not limited to expenses incurred in any
proceeding.  Article 12,  subparagraph  E also  provides  for the  authority  to
purchase insurance for indemnification purposes.

         Section 2-418 of the General  Corporation  Law of the State of Maryland
authorizes a  corporation's  Board of Directors to  indemnifying  directors  and
officers,  when they are made,  or  threatened  to be made,  parties  to certain
proceedings by reason of their status with the corporation,  against  judgments,
fines,  settlements and reasonable expenses actually incurred in connection with
the proceeding.  In addition,  under certain  circumstances  such persons may be
indemnified  against expenses  actually and reasonably  incurred in defense of a
proceeding  by or on behalf of the  corporation.  Indemnification  is  permitted
unless it is proven  that (1) the  conduct  of the person  was  material  to the
matter giving rise to the  proceeding  and the person acted in bad faith or with
"active and deliberate dishonesty," (2) the person actually received an improper
benefit, or (3) in the case of a criminal  proceeding,  the person had reason to
believe that his conduct was unlawful.

         Maryland  law  provides  that  where  a  person  is  a  defendant  in a
derivative proceeding,  the person may not be indemnified if the person is found
liable to the  corporation.  Maryland law also provides that a person may not be
indemnified in any proceeding  alleging  improper personal benefit to the person
in which the person was found  liable on the grounds that  personal  benefit was
improperly received.

         Maryland law further  provides  that unless  otherwise  provided in the
corporation's  Articles  of  Incorporation,  a director  or officer  (but not an
employee or agent) who is  successful  on the merits or  otherwise in defense of
any proceeding must be indemnified against reasonable expenses.  The Articles of
Incorporation do not otherwise provide a bar against mandatory indemnification.

         Finally,  Section 2-418(f) of the General  Corporation Law also permits
expenses  incurred  by a person  in  defending  a  proceeding  to be paid by the
corporation  in  advance of the final  disposition  of the  proceeding  upon the
receipt of an  undertaking by the director or officer to repay this amount if it
is ultimately determined that he or she is not entitled to be indemnified by the
corporation  against  these  expenses.  The person  seeking  indemnification  of
expenses must affirm in writing that

                                      II-2
he or she believes in good faith that he or she has met the applicable standard
for indemnification of expenses.

Item 7.    Exemption from Registration Claimed.

          Not applicable.

Item 8.    Exhibits.

         See the Exhibits Index to this Registration Statement.

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 SEC pursuant to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20% change in the maximum  aggregate
                  offering price set forth in the  "Calculation  of Registration
                  Fee" table in the effective 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;

                  provided,  however,  that clauses (i) and (ii) do not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  clauses is  contained in periodic  reports
                  filed with or furnished to the SEC by the Registrant  pursuant
                  to Section 13 or Section 15(d) of the Securities  Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement.

                                      II-3
(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 therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)      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
         SEC such indemnification is against public policy as expressed in the
         Securities Act of 1933 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 of expenses
         incurred or paid by a director, officer or controlling person in the
         successful defense of any action, suit or proceeding) 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
         Securities Act of 1933 and will be governed by the final adjudication
         of such issue.

                                      II-4
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets  all 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 in the City of Muncie,  State of Indiana on January 12,
2001.

                                     MUTUALFIRST FINANCIAL, INC.

                                     By:/s/ R. DONN ROBERTS
                                        --------------------------------------
                                        R. Donn Roberts
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby makes, constitutes and
appoints R. Donn Roberts his true and lawful  attorney,  with full power to sign
for each person and in such person's name and capacity indicated below, and with
full  power  of  substitution,  any and  all  amendments  to  this  Registration
Statement,  hereby ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.  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.

      Name                             Title                         Date

/s/ Wilbur R. Davis            Chairman of the Board           January 12, 2001
----------------------
Wilbur R. Davis

/s/ R. Donn Roberts            President, Chief Executive      January 12, 2001
----------------------         Officer and Director
R. Donn Roberts                (Principal Executive Officer)

/s/ Timothy J. McArdle         Senior Vice President,          January 12, 2001
----------------------         Treasurer and Controller
Timothy J. McArdle             (Principal Financial and
                               Accounting Officer)

                                      II-5
Name                             Title                         Date

/s/ Julie A. Skinner           Director and Vice Chairman      January 12, 2001
----------------------
Julie A. Skinner

/s/ Linn A. Crull              Director                        January 12, 2001
----------------------
Linn A. Crull

/s/ Edward J. Dobrow           Director                        January 12, 2001
----------------------
Edward J. Dobrow

/s/ William V. Hughes          Director                        January 12, 2001
----------------------
William V. Hughes

/s/ James D. Rosema            Director                        January 12, 2001
----------------------
James D. Rosema

/s/ Steven L. Banks            Director                        January 12, 2001
----------------------
Steven L. Banks

/s/ John H. Dalton             Director                        January 12, 2001
----------------------
John H. Dalton

/s/ Jon R. Marler              Director                        January 12, 2001
----------------------
Jon R. Marler

/s/ Jerry D. McVicker          Director                        January 12, 2001
----------------------
Jerry D. McVicker

                                      II-6
EXHIBITS INDEX

   Exhibit
   Number                        Description of Exhibits
--------------------------------------------------------------------------------

    4.1 Articles of Incorporation, as amended, for MutualFirst Financial, Inc.,
        as amended.

    4.2 Bylaws of MutualFirst Financial, Inc. filed on September 16, 1999 as
        Exhibit 3.2 to Registrant's Registration Statement on Form S-1 (File No.
        333-87239), is incorporated herein by reference.

    4.3 Form of  Certificate  of  Common  Stock,  filed  on September  16,  1999
        as  Exhibit 4 to  Registrant's Registration   Statement  on Form  S-1
        (File  No. 333-87239), is incorporated herein by reference.

    5   Opinion of Silver, Freedman & Taff, L.L.P.

   23.1 Consent of Olive LLP

   23.2 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5).

   24   Power of Attorney (included in signature pages).

   99.1 Registrant's  2000 Stock Option and Incentive  Plan filed  on
        September  25,  2000  as  Appendix  D to Registrant's  Registration
        Statement  on Form  S-4 (File No.  333-46510),  is  incorporated
        herein by reference.

   99.2 Registrant's  2000  Recognition  and Retention Plan filed  on
        September  25,  2000  as  Appendix  E to Registrant's  Registration
        Statement  on Form  S-4 (File No.  333-46510),  is  incorporated
        herein by reference.

                                      II-7