As filed with the Securities and Exchange Commission on February ___, 2004


                                            Registration Statement No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

================================================================================
                                 HORIZON BANCORP
             (Exact Name of Registrant as Specified in Its Charter)

             Indiana                                      35-1562417
  (State or Other Jurisdiction                         (I.R.S. Employer
of Incorporation or Organization)                    Identification Number)

                               515 Franklin Square
                          Michigan City, Indiana 46360
                    (Address of Principal Executive Offices)


                          HORIZON BANCORP 2003 OMNIBUS
                              EQUITY INCENTIVE PLAN
                            (Full Title of the Plans)

                                                        Copies to:
    Craig M. Dwight                                    Curt W. Hidde
    President and                                    Jan Neuenschwander
Chief Executive Officer                              Barnes & Thornburg
515 Franklin Square                                11 South Meridian Street
Michigan City, IN 46360                          Indianapolis, Indiana 46204
     (219) 873-2640                                      (317) 236-1313

(Name, address and telephone number,
including area code, of Agent for Service)

<TABLE>
<CAPTION>

                                            ----------------------------

                                           CALCULATION OF REGISTRATION FEE
======================================= ====================== ======================= ======================= ==================

                                                                  Proposed Maximum        Proposed Maximum         Amount of
 Title of Securities to be Registered       Amount to be         Offering Price Per      Aggregate Offering    Registration Fee
                                           Registered (1)            Share (2)               Price (2)
--------------------------------------- ---------------------- ----------------------- ----------------------- ------------------
<S>                                            <C>                   <C>                    <C>                   <C>
Common Stock, no par value                     150,000                 $24.22                $3,633,000           $460.31
--------------------------------------- ---------------------- ----------------------- ----------------------- ------------------

(1)  Represents number of shares of Common Stock available for issuance pursuant
     to the Horizon Bancorp 2003 Omnibus Equity Incentive Plan.

(2)  Estimated in accordance with Rule 457 solely for the purpose of calculating
     the registration fee based upon the closing price of Horizon Bancorp common
     stock as reported on the Nasdaq SmallCap Market on February 18, 2004, which
     is a date within 5 business  days prior to the filing of this  Registration
     Statement.
</TABLE>
<PAGE>


PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     Information required by Part I, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended,  and the introductory  Note to
Part I of Form S-8.


Item 2. Registrant Information and Employee Plan Annual Information.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about the Horizon Bancorp 2003 Omnibus Equity Incentive
Plan that are  covered by this  Registration  Statement  are  available  without
charge by contacting  James H.  Foglesong,  Chief  Financial  Officer,  at (219)
879-0211.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following   documents  of  the   registrant,   Horizon   Bancorp  (the
"Registrant"),   filed  with  the  Securities  and  Exchange   Commission   (the
"Commission")  are  hereby   incorporated  by  reference  in  this  Registration
Statement:

     (a) Annual  Report on Form 10-K filed with the  Commission  pursuant to the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  for the
Registrant's fiscal year ended December 31, 2002.

     (b) Quarterly  Reports on Form 10-Q filed with the  Commission  pursuant to
the Exchange Act for the Registrant's fiscal quarters ended March 31, 2003, June
30, 2003 and September 30, 2003.

     (c) The  description  of the  Registrant's  Common  Stock  found  under the
caption "Description of Capital Stock" in Post-Effective  Amendment No. 1 to the
Registrant's  Registration  Statement on Form S-3 filed under the Securities Act
of 1933 with the Commission on July 22, 2003.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment to this Registration Statement that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or in any  other  subsequently  filed  document  that also is
incorporated  or is deemed to be  incorporated  by reference  herein 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.


Item 4. Description of Securities.

     Not applicable.


Item 5. Interests of Named Experts and Counsel.

     Not applicable.


Item 6. Indemnification of Directors and Officers.

     The  Registrant  is an  Indiana  corporation.  The  Registrant's  officers,
directors and employees are entitled to be indemnified under Indiana law and the
Registrant's  Articles of Incorporation  and Bylaws against certain  liabilities
and expenses.  Chapter 37 of The Indiana  Business  Corporation Law (the "IBCL")
requires a corporation,  unless its articles of incorporation provide otherwise,
to  indemnify  a  director  or an  officer  of the  corporation  who  is  wholly
successful,  on the  merits or  otherwise,  in the  defense  of any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  and  whether  formal  or  informal,   against
reasonable  expenses,  including  counsel fees,  incurred in connection with the
proceeding.  The IBCL also  permits  a  corporation  to  indemnify  a  director,
officer,  employee  or agent  who is made a party to a  proceeding  because  the
person was a director,  officer,  employee or agent of the  corporation  against
liability  incurred in the  proceeding if: (i) the  individual's  conduct was in
good  faith;  and (ii) the  individual  reasonably  believed  (A) in the case of
conduct in the individual's  official  capacity with the  corporation,  that the
conduct was in the corporation's best interests and (B) in all other cases, that
the  individual's  conduct  was at least not opposed to the  corporation's  best
interests; and (iii) in the case of a criminal proceeding, the individual either
(A) had reasonable cause to believe the  individual's  conduct was lawful or (B)
had no reasonable  cause to believe the individual's  conduct was unlawful.  The
IBCL permits a corporation to pay for or reimburse  reasonable expenses incurred
before the final  disposition  of a proceeding  and permits a court of competent
jurisdiction  to order a  corporation  to indemnify a director or officer if the
court  determines  that  the  person  is  fairly  and  reasonably   entitled  to
indemnification  in view of all the relevant  circumstances,  whether or not the
person met the standards for indemnification otherwise provided in the IBCL.

     The   Registrant's   Articles  of   Incorporation   provide  for  mandatory
indemnification  of officers and directors if they are wholly  successful on the
merits of a proceeding  and satisfy the  standards  of conduct  specified by the
IBCL set forth in the preceding  paragraph.  The Articles of Incorporation  also
provide  that any  director  or officer of the  Registrant  or any person who is
serving at the  request of the  Registrant  as a director  or officer of another
entity shall be  indemnified  and held  harmless by the  Registrant  to the same
extent as the Registrant's directors or officers. In any proceeding,  an officer
or director is entitled to be indemnified  against all  liabilities and expenses
related to the proceeding including attorneys' fees, judgments, fines, penalties
and  amounts  paid or to be paid in  settlement.  The  Registrant's  Articles of
Incorporation  also  provide  such  persons  with  certain  rights to be paid or
reimbursed for expenses  incurred in defending any such proceeding in advance of
the final disposition of the proceeding.

     The Articles of  Incorporation  also  authorize the  Registrant to maintain
insurance to protect itself and any director,  officer, employee or agent of the
Registrant  against  expense,  liability or loss,  whether or not the Registrant
would have the power to indemnify such person against such expense, liability or
loss under the IBCL. The Registrant currently maintains such insurance.

     At present, there are no claims,  actions, suits or proceedings pending for
which indemnification would be required under the above, and the Registrant does
not know of any  threatened  claims,  actions,  suits or  proceedings  which may
result in a request for such indemnification.


Item 7. Exemption from Registration Claimed.

     Not applicable.


Item 8. Exhibits.

     The following exhibits are filed herewith:


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

5                Opinion of Barnes & Thornburg, regarding legality of securities
                 being offered, including consent.

23               Consent of BKD, LLP.

24               Power of Attorney (included on signature page).
<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 this 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 this  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% 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  this
                    registration  statement  or  any  material  change  to  such
                    information in this registration statement;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not  apply  if  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  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference 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  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in this  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 Securities and Exchange Commission such indemnification
          is against  public policy as expressed in the  Securities  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 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 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 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 Michigan City, Indiana, on this 17th day of February, 2004.


                                         HORIZON BANCORP

                                         By /s/ Craig M. Dwight
                                           -------------------------------------
                                           Craig M. Dwight
                                           President and Chief Executive Officer




                        POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature appear below  constitutes and appoints Craig M.
Dwight  and  James  H.  Foglesong,  and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.

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


      Date                                Signature and Title
      ----                                -------------------

February 17, 2004               /s/ Robert C. Dabagia
                                ------------------------------------------------
                                Robert C. Dabagia, Chairman of
                                the Board and Director


February 17, 2004               /s/ Craig M. Dwight
                                ------------------------------------------------
                                Craig M. Dwight, President and
                                Chief Executive Officer and Director


February 17, 2004               /s/ James H. Foglesong
                                ------------------------------------------------
                                James H. Foglesong, Chief Financial
                                Officer (and Principal Accounting Officer)


February 17, 2004               /s/ Susan D. Aaron
                                ------------------------------------------------
                                Susan D. Aaron, Director


February 17, 2004               /s/ James B. Dworkin
                                ------------------------------------------------
                                James B. Dworkin, Director


February 17, 2004               /s/ Charley E. Gillispie
                                ------------------------------------------------
                                Charley E. Gillispie, Director


February 17, 2004               /s/ Robert E. McBride
                                ------------------------------------------------
                                Robert E. McBride, M.D., Director


February 17, 2004               /s/ Larry N. Middleton
                                ------------------------------------------------
                                Larry N. Middleton, Jr., Director


February 17, 2004               /s/ Peter L. Pairitz
                                ------------------------------------------------
                                 Peter L. Pairitz, Director
<PAGE>


February 17, 2004               /s/ Bruce E. Rampage
                                ------------------------------------------------
                                 Bruce E. Rampage, Director


February 17, 2004               /s/ Robert E. Swinehart
                                ------------------------------------------------
                                Robert E. Swinehart, Director


February 17, 2004               /s/ Spero W. Valavanis
                                ------------------------------------------------
                                Spero W. Valavanis, Director
<PAGE>

                                  EXHIBIT INDEX

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

5                Opinion of Barnes & Thornburg, regarding legality of securities
                 being offered, including consent.

23               Consent of BKD, LLP.

24               Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "hb_s8.txt", "secsgml_size_bytes": 21306}]
{"company-data": {"conformed-name": "HORIZON BANCORP /IN/", "cik": "0000706129", "assigned-sic": "6022", "irs-number": "351562417", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112970", "film-number": "04617828"}, "business-address": {"street1": "515 FRANKLIN SQ", "city": "MICHIGAN CITY", "state": "IN", "zip": "46360", "phone": "2198790211"}, "mail-address": {"street1": "515 FRANKLIN SQ", "city": "MICHIGAN CITY", "state": "IN", "zip": "46360"}, "former-company": {"former-conformed-name": "CITIZENS MICHIANA FINANCIAL CORP", "date-changed": "19861021"}}
As filed with the Securities and Exchange Commission on February ___, 2004

                                            Registration Statement No. 333-_____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

================================================================================
                                 HORIZON BANCORP
             (Exact Name of Registrant as Specified in Its Charter)

             Indiana                                      35-1562417
  (State or Other Jurisdiction                         (I.R.S. Employer
of Incorporation or Organization)                    Identification Number)

                               515 Franklin Square
                          Michigan City, Indiana 46360
                    (Address of Principal Executive Offices)

                          HORIZON BANCORP 2003 OMNIBUS
                              EQUITY INCENTIVE PLAN
                            (Full Title of the Plans)

                                                        Copies to:
    Craig M. Dwight                                    Curt W. Hidde
    President and                                    Jan Neuenschwander
Chief Executive Officer                              Barnes & Thornburg
515 Franklin Square                                11 South Meridian Street
Michigan City, IN 46360                          Indianapolis, Indiana 46204
     (219) 873-2640                                      (317) 236-1313

(Name, address and telephone number,
including area code, of Agent for Service)
----------------------------

                                           CALCULATION OF REGISTRATION FEE
======================================= ====================== ======================= ======================= ==================

                                                                  Proposed Maximum        Proposed Maximum         Amount of
 Title of Securities to be Registered       Amount to be         Offering Price Per      Aggregate Offering    Registration Fee
                                           Registered (1)            Share (2)               Price (2)
--------------------------------------- ---------------------- ----------------------- ----------------------- ------------------
Common Stock, no par value                     150,000                 $24.22                $3,633,000           $460.31
--------------------------------------- ---------------------- ----------------------- ----------------------- ------------------

(1)  Represents number of shares of Common Stock available for issuance pursuant
     to the Horizon Bancorp 2003 Omnibus Equity Incentive Plan.

(2)  Estimated in accordance with Rule 457 solely for the purpose of calculating
     the registration fee based upon the closing price of Horizon Bancorp common
     stock as reported on the Nasdaq SmallCap Market on February 18, 2004, which
     is a date within 5 business  days prior to the filing of this  Registration
     Statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     Information required by Part I, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended,  and the introductory  Note to
Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about the Horizon Bancorp 2003 Omnibus Equity Incentive
Plan that are  covered by this  Registration  Statement  are  available  without
charge by contacting  James H.  Foglesong,  Chief  Financial  Officer,  at (219)
879-0211.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following   documents  of  the   registrant,   Horizon   Bancorp  (the
"Registrant"),   filed  with  the  Securities  and  Exchange   Commission   (the
"Commission")  are  hereby   incorporated  by  reference  in  this  Registration
Statement:

     (a) Annual  Report on Form 10-K filed with the  Commission  pursuant to the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  for the
Registrant's fiscal year ended December 31, 2002.

     (b) Quarterly  Reports on Form 10-Q filed with the  Commission  pursuant to
the Exchange Act for the Registrant's fiscal quarters ended March 31, 2003, June
30, 2003 and September 30, 2003.

     (c) The  description  of the  Registrant's  Common  Stock  found  under the
caption "Description of Capital Stock" in Post-Effective  Amendment No. 1 to the
Registrant's  Registration  Statement on Form S-3 filed under the Securities Act
of 1933 with the Commission on July 22, 2003.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment to this Registration Statement that indicates that all
securities  offered  have  been sold or that  deregisters  all  securities  then
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein  or in any  other  subsequently  filed  document  that also is
incorporated  or is deemed to be  incorporated  by reference  herein 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.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The  Registrant  is an  Indiana  corporation.  The  Registrant's  officers,
directors and employees are entitled to be indemnified under Indiana law and the
Registrant's  Articles of Incorporation  and Bylaws against certain  liabilities
and expenses.  Chapter 37 of The Indiana  Business  Corporation Law (the "IBCL")
requires a corporation,  unless its articles of incorporation provide otherwise,
to  indemnify  a  director  or an  officer  of the  corporation  who  is  wholly
successful,  on the  merits or  otherwise,  in the  defense  of any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  and  whether  formal  or  informal,   against
reasonable  expenses,  including  counsel fees,  incurred in connection with the
proceeding.  The IBCL also  permits  a  corporation  to  indemnify  a  director,
officer,  employee  or agent  who is made a party to a  proceeding  because  the
person was a director,  officer,  employee or agent of the  corporation  against
liability  incurred in the  proceeding if: (i) the  individual's  conduct was in
good  faith;  and (ii) the  individual  reasonably  believed  (A) in the case of
conduct in the individual's  official  capacity with the  corporation,  that the
conduct was in the corporation's best interests and (B) in all other cases, that
the  individual's  conduct  was at least not opposed to the  corporation's  best
interests; and (iii) in the case of a criminal proceeding, the individual either
(A) had reasonable cause to believe the  individual's  conduct was lawful or (B)
had no reasonable  cause to believe the individual's  conduct was unlawful.  The
IBCL permits a corporation to pay for or reimburse  reasonable expenses incurred
before the final  disposition  of a proceeding  and permits a court of competent
jurisdiction  to order a  corporation  to indemnify a director or officer if the
court  determines  that  the  person  is  fairly  and  reasonably   entitled  to
indemnification  in view of all the relevant  circumstances,  whether or not the
person met the standards for indemnification otherwise provided in the IBCL.

     The   Registrant's   Articles  of   Incorporation   provide  for  mandatory
indemnification  of officers and directors if they are wholly  successful on the
merits of a proceeding  and satisfy the  standards  of conduct  specified by the
IBCL set forth in the preceding  paragraph.  The Articles of Incorporation  also
provide  that any  director  or officer of the  Registrant  or any person who is
serving at the  request of the  Registrant  as a director  or officer of another
entity shall be  indemnified  and held  harmless by the  Registrant  to the same
extent as the Registrant's directors or officers. In any proceeding,  an officer
or director is entitled to be indemnified  against all  liabilities and expenses
related to the proceeding including attorneys' fees, judgments, fines, penalties
and  amounts  paid or to be paid in  settlement.  The  Registrant's  Articles of
Incorporation  also  provide  such  persons  with  certain  rights to be paid or
reimbursed for expenses  incurred in defending any such proceeding in advance of
the final disposition of the proceeding.

     The Articles of  Incorporation  also  authorize the  Registrant to maintain
insurance to protect itself and any director,  officer, employee or agent of the
Registrant  against  expense,  liability or loss,  whether or not the Registrant
would have the power to indemnify such person against such expense, liability or
loss under the IBCL. The Registrant currently maintains such insurance.

     At present, there are no claims,  actions, suits or proceedings pending for
which indemnification would be required under the above, and the Registrant does
not know of any  threatened  claims,  actions,  suits or  proceedings  which may
result in a request for such indemnification.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following exhibits are filed herewith:

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

5                Opinion of Barnes & Thornburg, regarding legality of securities
                 being offered, including consent.

23               Consent of BKD, LLP.

24               Power of Attorney (included on signature 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 this 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 this  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% 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  this
                    registration  statement  or  any  material  change  to  such
                    information in this registration statement;

               provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do
               not  apply  if  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  Section  15(d)  of  the
               Securities   Exchange  Act  of  1934  that  are  incorporated  by
               reference 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  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in this  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 Securities and Exchange Commission such indemnification
          is against  public policy as expressed in the  Securities  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 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 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 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 Michigan City, Indiana, on this 17th day of February, 2004.

                                         HORIZON BANCORP

                                         By /s/ Craig M. Dwight
                                           -------------------------------------
                                           Craig M. Dwight
                                           President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature appear below  constitutes and appoints Craig M.
Dwight  and  James  H.  Foglesong,  and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.

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

      Date                                Signature and Title
      ----                                -------------------

February 17, 2004               /s/ Robert C. Dabagia
                                ------------------------------------------------
                                Robert C. Dabagia, Chairman of
                                the Board and Director

February 17, 2004               /s/ Craig M. Dwight
                                ------------------------------------------------
                                Craig M. Dwight, President and
                                Chief Executive Officer and Director

February 17, 2004               /s/ James H. Foglesong
                                ------------------------------------------------
                                James H. Foglesong, Chief Financial
                                Officer (and Principal Accounting Officer)

February 17, 2004               /s/ Susan D. Aaron
                                ------------------------------------------------
                                Susan D. Aaron, Director

February 17, 2004               /s/ James B. Dworkin
                                ------------------------------------------------
                                James B. Dworkin, Director

February 17, 2004               /s/ Charley E. Gillispie
                                ------------------------------------------------
                                Charley E. Gillispie, Director

February 17, 2004               /s/ Robert E. McBride
                                ------------------------------------------------
                                Robert E. McBride, M.D., Director

February 17, 2004               /s/ Larry N. Middleton
                                ------------------------------------------------
                                Larry N. Middleton, Jr., Director

February 17, 2004               /s/ Peter L. Pairitz
                                ------------------------------------------------
                                 Peter L. Pairitz, Director
February 17, 2004               /s/ Bruce E. Rampage
                                ------------------------------------------------
                                 Bruce E. Rampage, Director

February 17, 2004               /s/ Robert E. Swinehart
                                ------------------------------------------------
                                Robert E. Swinehart, Director

February 17, 2004               /s/ Spero W. Valavanis
                                ------------------------------------------------
                                Spero W. Valavanis, Director
EXHIBIT INDEX

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

5                Opinion of Barnes & Thornburg, regarding legality of securities
                 being offered, including consent.

23               Consent of BKD, LLP.

24               Power of Attorney (included on signature page).