File No. ____________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             1ST Source Corporation
             (Exact name of registrant as specified in its charter)

          Indiana                                        35-1068133
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

              100 North Michigan Street, South Bend, Indiana 46601
              ----------------------------------------------------
               (address of principal executive office) (zip code)

             1st Source Corporation 1982 Restricted Stock Award Plan
             -------------------------------------------------------
                            (Full title of the plan)

                                Larry E. Lentych
                             1st Source Corporation
                            100 North Michigan Street
                            South Bend, Indiana 46601
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (574) 235-2702
                          _____________________________

<TABLE>
<CAPTION>

                                                    CALCULATION OF REGISTRATION FEE

                                                 Proposed Maximum        Proposed Maximum
Title of Securities to    Amount to be           Offering Price Per      Aggregate Offering     Amount of
be Registered             Registered (2)         Share (1) (3)           Price (1) (3)          Registration Fee
Common Stock, without
<S>                       <C>                    <C>                     <C>                    <C>
par value                 51,987                 $16.00                  $831,792.00            $76.52
</TABLE>

     (1)  Calculated  pursuant to Rule 457(c) and (h), on December 4, 2002,  the
average of the high and low price of the registrant's Common Stock on the Nasdaq
National Market System was $16.00.

     (2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities  Act"), this  registration  statement also covers an
indeterminate  number of additional  shares as may be authorized in the event of
an  adjustment  as a result of an  increase  in the  number of issued  shares of
Common Stock  resulting from the payment of dividends or stock splits or certain
other capital adjustments.

     (3) Estimated solely for the purpose of calculating the registration fee.


<PAGE>

                                EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of Form S-8 under the Securities Act to register  51,987 shares of
1st Source  Corporation's  common stock  previously  issued  pursuant to the 1st
Source  Corporation  1982  Restricted  Stock  Award  Plan to  certain  officers,
directors and employees of 1st Source Corporation.  Under cover of this Form S-8
is the reoffer  prospectus  prepared in accordance with Part I of Form S-3 under
the  Securities  Act.  The  reoffer  prospectus  has been  prepared  pursuant to
Instruction C of Form S-8, in accordance with the requirements of Part I of Form
S-3,  and may be used for  reofferings  and resales on a  continuous  or delayed
basis in the future.

                                     Part I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     1st  Source  will send or give the  documents  containing  the  information
specified  in  Part I of  Form  S-8 to  officers,  directors  and  employees  as
specified  by  Securities  and  Exchange  Commission  Rule  428(b)(1)  under the
Securities Act of 1933, as amended (the  "Securities  Act"). 1st Source does not
need to file these documents with the Securities and Exchange  Commission either
as  part  of  this  Registration  Statement  or as  prospectuses  or  prospectus
supplements under Rule 424 of the Securities Act.

                               REOFFER PROSPECTUS


                          92,505 SHARES OF COMMON STOCK


                             1st Source Corporation
                             100 N. Michigan Street
                            South Bend, Indiana 46601
                                 (574) 235-2000


We have issued  certain  shares of our common stock offered hereby to Wellington
D. Jones III,  Richard Q. Stifel,  Allen R. Qualey,  Larry E. Lentych,  Glenn A.
Borden and Jeffrey F. Lindstadt (the "Selling Shareholders") pursuant to the 1st
Source   Corporation  1982  Restricted  Stock  Award  Plan  or  the  1st  Source
Corporation 1982 Executive  Incentive Plan. Selling  Shareholders may offer some
or all of the  shares  issued to them under the plans for sale from time to time
at  prices  and  terms  negotiated  in  individual  transactions  or in  brokers
transactions  negotiated  immediately  prior to sale.  We will not  receive  any
proceeds  from such  sales.  Selling  Shareholders  and any  broker-dealers  who
participate in selling the shares may be deemed to be "underwriters"  within the
meaning of the Securities  Act of 1933, as amended (the  "Securities  Act"),  in
which  event  commissions   received  by  such  brokers  may  be  deemed  to  be
underwriting commissions under the Securities Act.

This  reoffer  prospectus  relates to 92,505  shares of the common  stock of 1st
Source  Corporation  which may be offered  and  resold  from time to time by the
Selling  Shareholders  identified in the prospectus for their own accounts.  The
shares  are  "restricted  securities"  under  the  Securities  Act  prior to the
effectiveness  of the  registration  statement  filed in  conjunction  with this
reoffer prospectus.  The reoffer prospectus has been prepared for the purpose of
registering the shares under the Securities Act to allow for future sales by the
Selling  Shareholders  to  the  public.  It  is  anticipated  that  the  Selling
Shareholders  will offer  shares for sale on the Nasdaq  National  Market at the
prevailing  prices on the date of sale. The Selling  Shareholders  will bear all
sales  commissions and similar  expenses.  We have paid the costs of filing this
registration   statement  with  the  Securities  and  Exchange  Commission  (the
"Commission")  and will pay the costs of  registering  or qualifying  the shares
under  the  securities  laws of any  jurisdiction  where  such  registration  or
qualification is necessary. We estimate the expenses of this offering,  which we
will incur,  including  registration  fees, legal fees,  transfer agent fees and
printing costs, but excluding underwriting discounts and commissions which shall
be paid by Selling Shareholders, will not exceed $5,000.

Our common stock is traded on the Nasdaq  National Market under the symbol SRCE.
On December 4, 2002,  the last reported price of our common stock on such market
was $16.00 per share.

This  investment  involves  a high  degree of risk.  Please  see "Risk  Factors"
beginning on page 1.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved of these securities or determined whether
this reoffer  prospectus  is truthful or  complete.  Any  representation  to the
contrary is a criminal offense.

The date of this reoffer prospectus is December 6, 2002.

<PAGE>



                                TABLE OF CONTENTS


SUMMARY........................................................................1

RISK FACTORS...................................................................1

NOTE REGARDING FORWARD LOOKING STATEMENTS......................................3

USE OF PROCEEDS................................................................3

SELLING SHAREHOLDERS...........................................................3

PLAN OF DISTRIBUTION...........................................................4

DESCRIPTION OF SECURITIES TO BE REGISTERED.....................................4

INDEMNIFICATION OF DIRECTORS AND OFFICERS......................................5

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..............................5

AVAILABLE INFORMATION..........................................................6


You should rely on the information incorporated by reference or provided in this
reoffer  prospectus or any  supplement.  We have not  authorized  anyone else to
provide you with different information. The common stock is not being offered in
any state  where the offer is not  permitted.  You should  not  assume  that the
information  in this reoffer  prospectus or any supplement is accurate as of any
date other than the date on the front of this reoffer prospectus.

<PAGE>


                                     SUMMARY

We have prepared this reoffer prospectus as part of a registration  statement on
Form S-8 under the  Securities  Act  relating to the resale of 92,505  shares of
common  stock  issued to the  Selling  Shareholders  pursuant  to the 1st Source
Corporation 1982 Restricted Stock Award Plan or the 1st Source  Corporation 1982
Executive  Incentive Plan, any or all of which shares may be offered for sale by
the Selling Shareholders from time to time. This prospectus has been prepared in
accordance  with the  requirements of Form S-3 under the Securities Act pursuant
to General  Instruction  C of Form S-8 solely  with  regard to the resale of the
shares by the Selling  Shareholders.  Unless the context indicates otherwise any
of the terms "we," "us," and "our" include and refer to 1st Source Corporation.

                                  RISK FACTORS

An investment in common stock is highly  speculative  and involves a high degree
of risk.  Therefore,  you  should  carefully  consider  all of the risk  factors
discussed  below, as well as the other  information  contained in this document.
You should not invest in common  stock unless you can afford to lose your entire
investment  and  you are not  dependent  on the  funds  you are  investing.  The
following risk factors are  interrelated  and,  consequently,  investors  should
treat such risk factors as a whole.

Our success  depends on our ability to compete  effectively  in the  competitive
financial services industry.

The  financial  services  industry  is  competitive  and  we and  our  operating
subsidiaries  encounter  strong  competition  for  deposits,   loans  and  other
financial  services in all of our lines of business.  Our principal  competitors
include other commercial banks,  savings banks,  savings and loan  associations,
mutual funds, money market funds, finance companies, trust companies,  insurers,
leasing companies,  credit unions,  mortgage companies,  private issuers of debt
obligations,   venture  capital  firms,   and  suppliers  of  other   investment
alternatives,  such as  securities  firms and insurance  companies.  Some of our
non-bank  competitors are not subject to the same degree of regulation as we and
our  subsidiaries  are. Thus, they have advantages over us in providing  certain
services.  Many of our competitors are significantly larger than we are and have
greater  access to capital and other  resources.  In recent years there has been
substantial  consolidation  and  convergence  among  companies in the  financial
services industry.  Such consolidation may increase  competition.  Further,  our
ability to compete effectively is dependent on our ability to adapt successfully
to  technological  and other changes  within the banking and financial  services
industry generally.

Our business may be adversely  affected by the highly  regulated  environment in
which we operate.

We and our  subsidiaries  operate in a heavily  regulated  and rapidly  changing
legislative  and  regulatory  environment.  Our  failure to comply with the many
requirements of state and federal law could lead to termination or suspension of
our licenses,  rights of rescission  for borrowers,  class actions  lawsuits and
administrative  enforcement actions. Recently enacted and future legislation and
regulations may have significant  impact on the financial  services industry and
public companies generally. Regulatory or legislative changes could increase our
costs of doing business,  restrict our access to new products or markets,  cause
us to change some of our products or the way we operate our  different  lines of
business,  adversely affect our operations or the manner in which we conduct our
business and, on the whole, adversely affect the profitability of our business.

We may be adversely affected by a general deterioration in economic conditions.

The risks  associated  with our  business  are  greater  in periods of a slowing
economy or  recession.  Economic  declines may be  accompanied  by a decrease in
demand for consumer and  commercial  credit and declining  real estate and other
asset  values.  Declining  real  estate  and other  asset  values may reduce the
ability of  borrowers to use such equity to support  borrowings.  Delinquencies,
foreclosures  and  losses  generally   increase  during  economic  slowdowns  or
recessions.  Additionally,  our  servicing  costs  and  credit  losses  may also
increase in periods of economic slowdown or recession.

We are subject to credit risk inherent in our loan portfolios.

In the  financial  services  industry,  there  is  always  a risk  that  certain
borrowers may not repay  borrowings as well as a broader systemic risk of losses
due to changes in the local or national  economy.  We maintain an allowance  for
loan and lease  losses to absorb  the  level of losses  that we  estimate  to be
probable in our portfolios. However, our allowance for loan and lease losses may
not be sufficient to cover the loan and lease losses that we actually  incur. If
we experience defaults by borrowers in any of our businesses to a greater extent
than anticipated,  our earnings could be negatively  affected.  Changes in local
economic  conditions could adversely affect credit quality in our local business
loan  portfolio,  and changes in national  economic  conditions  could adversely
affect the quality of our transportation and equipment portfolio.

Certain of our niche business industries are experiencing slow downs.

We have  specialty  national  niche  business  in  commercial  loans  secured by
transportation and construction  equipment,  including the financing of aircraft
for  dealers,  individuals,  businesses  and  air  cargo  operators  and  in the
financing of vehicles for the rental and leasing industries.  Our aircraft niche
business has been adversely  affected by the slow down in the technology markets
(a large user of air cargo services),  the reaction by the financial markets and
the fall-off of durable goods  manufacturing,  all of which were  exacerbated by
the events of September  11. These market  conditions  have caused  aircraft and
used automobile values to drop precipitously.  Our customers who rely on the use
of aircraft or automobiles to produce income have been negatively affected,  and
we have experienced  substantial loan losses in the last several quarters in our
aircraft and auto rental  financing  units.  Since some of our  relationships in
these industries are large (up to $15 million), further and continued slow-downs
in these industries can adversely affect our business.

We may be adversely affected by interest rate changes.

Although we actively  manage our interest rate  sensitivity,  such management is
not an exact  science.  Rapid  increases or  decreases  in interest  rates could
adversely  affect our net interest margin if changes in our cost of funds do not
correspond to changes in income yields. Such fluctuations could also continue to
negatively impact our mortgage banking operations,  which are very interest rate
sensitive,  by increasing the runoff rates in the servicing portfolio,  reducing
loan  origination  activities  or  increasing  its  funding  costs.  We recorded
non-cash  valuation  adjustments  in the second and third  quarters  of 2002 for
impairment of the carrying  value of the mortgage  servicing  portfolio  held by
Trustcorp Mortgage Company, our mortgage banking subsidiary.

Provisions in our restated  articles of  incorporation,  by-laws and Indiana law
may delay or prevent an acquisition of us by a third party.

     Our  restated  articles of  incorporation,  by-laws and Indiana law contain
provisions  that may make it more  difficult  for a third  party to  acquire  us
without  the  consent of our board of  directors.  These  provisions  could also
discourage  proxy  contests and may make it more difficult for  shareholders  to
elect their own representatives as directors and take other corporate actions.

     Among other provisions,  our articles of incorporation  authorize our board
of  directors to issue  shares of  preferred  stock and to determine  its terms,
preferences  and other  rights  without  shareholder  approval.  The issuance of
preferred  stock could  discourage a third party from  acquiring  control of the
company.

     Our by-laws do not permit cumulative voting of shareholders in the election
of directors,  allowing the holders of a majority of our  outstanding  shares to
control the  election of all our  directors.  Our by-laws also provide that only
our board of directors,  and not our shareholders,  may adopt,  alter, amend and
repeal our by-laws.

     Indiana law provides  several  limitations  that may  discourage  potential
acquirers  from  purchasing  our  common  shares.  In  particular,  Indiana  law
prohibits  business  combinations  with a person who acquires 10% or more of our
common shares during the five-year  period after the  acquisition of 10% by that
person  or  entity,   unless  the  acquirer  receives  prior  approval  for  the
acquisition of the shares or business combination from our board of directors.

                    NOTE REGARDING FORWARD LOOKING STATEMENTS

This reoffer prospectus contains  forward-looking  statements that involve risks
and  uncertainties.  These  statements  relate  to future  events or our  future
financial performance. In some cases you can identify forward-looking statements
by terminology such as "may," "will," "should," "except," "plan,"  "anticipate,"
"believe,"  "estimate,"  predict,"  "potential"  or  "continue,"  as well as the
negative of such terms or other  comparable  terminology.  These  statements are
only predictions.  Actual events or results may differ materially. In evaluating
these  statements  you should  consider  various  factors,  including  the risks
described above.  These factors my cause our actual results to differ materially
from any forward-looking statement.

                                 USE OF PROCEEDS

We will not receive any of the proceeds  from the sale of shares of common stock
by the Selling Shareholders.

                              SELLING SHAREHOLDERS

The Selling  Shareholders  may sell,  from time to time, a total of up to 92,505
shares issued pursuant to the 1st Source Corporation 1982 Restricted Stock Award
Plan or the 1st Source  Corporation  1982 Executive  Incentive Plan. The Selling
Shareholders  are Wellington D. Jones III,  Richard Q. Stifel,  Allen R. Qualey,
Larry E. Lentych, Glenn A. Borden, and Jeffrey F. Lindstadt.

The following  table sets forth  certain  information  regarding the  beneficial
ownership of common stock by the Selling  Shareholders  as of November 29, 2002,
and the number of shares being offered by this prospectus.

<TABLE>
<CAPTION>

                                                                              Number of Shares
                                                                              Beneficially Owned
                                  Number of Shares                            After Offering,           Percentage of
                                  Beneficially Owner       Number of Shares   Presuming All Shares      Outstanding
Name & Position                   Prior to Offering (1)    Offered            Offered Are Sold          Shares
--------------------------------- ------------------------ ------------------ ------------------------- ----------------
<S>                                       <C>                   <C>                   <C>                      <C>
Wellington D. Jones III                   231,653               29,703                201,950                  *
Executive Vice President--1st
Source; President and Chief
Operating Officer--1st Source
Bank

Richard Q. Stifel                         98,906                21,601                 77,305                  *
Executive Vice President,
Business Banking Group--1st
Source Bank

Allen R. Qualey                           84,394                20,415                 63,979                  *
President and Chief Operating
Officer, Specialty Finance
Group--1st Source Bank

Larry E. Lentych                          62,448                18,568                 43,880                  *
Senior Vice President,
Treasurer and Chief Financial
Officer--1st Source & 1st
Source Bank

Glenn A. Borden                           50,390                 1,113                 49,277                  *
Regional President, Fort Wayne
Region--1st Source Bank

Jeffrey F. Lindstadt                      51,366                 1,105                 50,261                  *
Vice President, Specialty
Finance Group--1st Source Bank
</TABLE>

     *indicates less than 1%

(1)  Based upon information  furnished by the respective Selling Shareholders as
     of November 29, 2002. Under applicable regulations, shares are deemed to be
     beneficially  owned by a person if he directly or indirectly  has or shares
     the  power to vote or  dispose  of the  shares,  whether  or not he has any
     economic interest with respect to the shares.  Includes shares beneficially
     owned by members of the  immediate  families  of the  Selling  Shareholders
     residing in their homes and also includes all Shares held under the plans.

Certain  non-affiliates  may use this  reoffer  prospectus  for the  reoffer and
resale of up to 1,000 shares each issued pursuant to the plans.

                              PLAN OF DISTRIBUTION

Selling  Shareholders  may  sell  the  shares  from  time to time in the  Nasdaq
National Market, or otherwise,  at prices and terms then prevailing or at prices
related  to the  then  current  market  price,  or in  negotiated  transactions.
Further,  the Selling  Shareholders  may choose to dispose of the shares offered
under this  prospectus by gift to a third party or as a donation to a charitable
or other non-profit  entity.  Selling  Shareholders  expect to employ brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from  Selling  Shareholders  or from  purchasers  in  amounts  to be  negotiated
immediately  prior to the sale, which commissions and discounts are not expected
to deviate from the usual and customary brokers commissions.  In connection with
any sales, the Selling Shareholders and any brokers  participating in such sales
may be deemed to be  underwriters  within  the  meaning of the  Securities  Act.
Neither we nor the Selling  Shareholder  expect to employ,  utilize or otherwise
engage any finders to assist in the sales of the shares.

We have advised the Selling  Shareholders  that the  anti-manipulation  rules of
Regulation  M under  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act") may apply to sales of shares in the market and to the activities
of the Selling  Shareholders  and their  affiliates.  In addition,  we will make
copies of this reoffer prospectus available to the Selling Shareholders and have
informed  them of the  possible  need for  delivery  of copies  of this  reoffer
prospectus to  purchasers on or prior to sales of the shares  offered under this
reoffer  prospectus.  The Selling  Shareholders may indemnify any  broker-dealer
that  participates  in  transactions  involving  the sale of the shares  against
certain liabilities, including liabilities arising under the Securities Act.

Any securities covered by this reoffer prospectus that qualify for sale pursuant
to Rule 144 under the  Securities  Act may be sold under those rules rather than
pursuant to this reoffer prospectus.

There is no assurance that the Selling  Shareholders will offer for sale or sell
any or all of the shares registered pursuant to this prospectus.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED

We have the authority to issue 40,000,000  shares of common stock, no par value.
As of November 29, 2002, there were 21,202,641 shares of our common stock issued
and  outstanding.  The holders of our common  stock are entitled to one vote for
each share held of record on all matters  submitted  to a vote of  shareholders.
Holders  of common  stock have no  cumulative  voting,  conversion,  preemptive,
dividend or other subscription  rights,  and there are no redemption  provisions
applicable to the common stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Chapter  37 of the  Indiana  Business  Corporation  Law,  as  amended  ("IBCL"),
authorizes  every  Indiana  corporation  to indemnify its officers and directors
under  certain  circumstances  against  liability  incurred in  connection  with
proceedings  to which the  officers or  directors  are made parties by reason of
their   relationships  to  the  corporation.   Officers  and  directors  may  be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

Our Articles of  Incorporation  provide that the officers and directors shall be
indemnified and advanced expenses to the fullest extent permitted by the IBCL.

The Company maintains standard directors' and officers' liability insurance.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our  directors,  officers  and control  persons  pursuant to the
foregoing provisions,  or otherwise, we have been advised that in the opinion of
the 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 us of
expenses  incurred  or paid by a director,  officer or control  person) we 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 us is  against  public  policy  as  expressed  in  the
Securities Act and we will be governed by the final adjudication of such issue.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following  documents filed with the Commission are incorporated by reference
in this reoffer prospectus.

     o    1st Source's  Annual  Report on Form 10-K for the year ended  December
          31, 2001, filed with the Commission on March 12, 2002.

     o    1st Source's  Quarterly  Reports on Form 10-Q for the  quarters  ended
          March 31, 2002 (filed on May 14, 2002), June 30, 2002 (filed on August
          13, 2002), and September 30, 2002 (filed on November 12, 2002).

     o    All other reports filed pursuant to Section 13 or Section 15(d) of the
          Exchange Act by 1st Source since December 31, 2001.

     o    The   information   set  forth  under  the  caption   "Description  of
          Registrant's Securities to be Registered" in 1st Source's Registration
          Statement on Form S-2,  Reg.  No.  33-9087,  dated  December 16, 1986,
          including any  amendments or reports filed for the purpose of updating
          that description.

     o    All  reports  and other  documents  subsequently  filed by 1st  Source
          pursuant to Section  13(a),  13(c),  14 and 15(d) of the Exchange Act,
          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,  as of the  date of  filing  such
          documents.

We will furnish without charge to each person to whom the reoffer  prospectus is
delivered, upon oral or written request of such person, a copy of any and all of
the documents incorporated by reference (other than exhibits to such documents).
Requests should be directed to:

                           1st Source Corporation
                           100 North Michigan Street
                           South Bend, IN 46601
                           Attention:  Chief Financial Officer
                           Phone:  (574) 235-2702

                              AVAILABLE INFORMATION

We are subject to the  informational  requirements  of the Exchange  Act, and in
accordance  therewith file reports,  proxy statements and other information with
the  Commission.  You can inspect  these  reports,  proxy  statements  and other
information filed by 1st Source at the public reference facilities maintained by
the  Commission at the locations  listed below.  You will be required to pay the
prescribed  rates  for  copies  of these  reports,  proxy  statements  and other
information.

     o    The SEC's main office  located at Office of  Investors  Education  and
          Assistance,  450 Fifth Street, N.W., Washington,  D.C. 20549 or e-mail
          at help@sec.gov.

     o    The SEC's Midwest Regional Office located at Citicorp Center, 500 West
          Madison Street, Suite 1400, Chicago,  Illinois 60661-2511 or e-mail at
          chicago@sec.gov.

     o    The SEC's web site on the Internet at www.sec.gov.

Our  common  stock is traded on the  Nasdaq  National  Market  under the  symbol
"SRCE."


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by 1st Source  Corporation  (the "Company" or "1st Source")
pursuant  to the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are
incorporated by reference in this Registration Statement.

          (a) The  Company's  Annual  Report  on Form  10-K for the  year  ended
     December 31, 2001, filed with the Commission on March 12, 2002.

          (b) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended  March 31,  2002  (filed on May 14,  2002),  June 30,  2002 (filed on
     August 13, 2002), and September 30, 2002 (filed on November 12, 2002).

          (c) The  information  set forth  under  the  caption  "Description  of
     Registrant's  Securities to be  Registered"  in the Company's  Registration
     Statement on Form S-2, Reg. No. 33-9087, dated December 16, 1986, including
     any   amendments  or  reports  filed  for  the  purpose  of  updating  that
     description.

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, 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 to be
incorporated  by reference  into this  Registration  Statement as of the date of
filing such documents.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

     Chapter 37 of the Indiana Business  Corporation  Law, as amended  ("IBCL"),
authorizes  every  Indiana  corporation  to indemnify its officers and directors
under  certain  circumstances  against  liability  incurred in  connection  with
proceedings  to which the  officers or  directors  are made parties by reason of
their   relationships  to  the  corporation.   Officers  and  directors  may  be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

     The Articles of  Incorporation of the Company provide that the officers and
directors  shall be  indemnified  and  advanced  expenses to the fullest  extent
permitted by the IBCL.

     The  Company  maintains   standard   directors'  and  officers'   liability
insurance.

Item 7. Exemption from Registration.

     The shares issued to the Selling  Shareholders were issued in reliance upon
the exemption from registration  contained in Section 4(2) of the Securities Act
by the Company  pursuant to the 1st Source  Corporation  1982  Restricted  Stock
Award Plan. These issuances were deemed to be exempt from registration under the
Securities Act pursuant to Section 4(2) as transactions that did not involve any
public offering, or were deemed not to require registration under the Securities
Act since such issuance did not involve the sale of such securities.

Item 8. Exhibits.

     The exhibits  furnished with the Registration  Statement are listed on page
E-1.

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 hereof (or the most  recent  post-effective
          amendment hereof) which, individually or in the aggregate, represent a
          fundamental  change in the information set forth in this  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 the  undertakings set forth in paragraphs (i) and
     (ii) above do not apply if the  information  required  to be  included in a
     post-effective  amendment  by those  paragraphs  is  contained  in periodic
     reports filed by the registrant  pursuant to section 13 or section 15(d) of
     the Securities  Exchange Act of 1934 that are  incorporated by reference in
     this 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 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 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  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 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 Act and will be governed by the final adjudication of
such issue.


<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 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 South Bend,  State of Indiana,  on December 6,
2002.

                                      1st Source Corporation


                                      By: /s/ Larry E. Lentych
                                          ---------------------------------
                                          Larry E. Lentych, Treasurer and
                                            Chief Financial Officer


Each person whose signature  appears below authorizes John B. Griffith and Larry
E.  Lentych,  and  each of  them,  to file  one or  more  amendments  (including
post-effective  amendments) to the Registration Statement,  which amendments may
make  such  changes  in the  Registration  Statement  as  either  of them  deems
appropriate,  and each such person hereby appoints John B. Griffith and Larry E.
Lentych,  and each of them,  as  attorney-in-fact  to execute in the name and on
behalf of each person individually,  and in each capacity stated below, any such
amendment to the Registration Statement.

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


<TABLE>
<CAPTION>
                     Signature                                     Title                           Date

<S>                                                  <C>                                <C>
/s/ Christopher J. Murphy III                        Chairman of the Board,             December 6, 2002
-----------------------------                        President, Chief Executive
Christopher J. Murphy III                            Officer and a Director

/s/ Wellington D. Jones III                          Executive Vice President and a     December 6, 2002
-----------------------------                        Director
Wellington D. Jones III


/s/ John B. Griffith                                 Secretary and General Counsel      December 6, 2002
-----------------------------
John B. Griffith


/s/ Larry E. Lentych                                 Treasurer & Chief Financial        December 6, 2002
-----------------------------                        Officer (Principal Accounting
Larry E. Lentych                                     and Financial Officer)


_____________________________                        Director                           December ___, 2002
Reverend E. William Beauchamp, C.S.C.


/s/ Danile B. Fitzpatrick                            Director                           December 5, 2002
-----------------------------
Daniel B. Fitzpatrick


_____________________________                        Director                           December ___, 2002
Lawrence E. Hiler


/s/ William P. Johnson                               Director                           December 2, 2002
-----------------------------
William P. Johnson


/s/ Rex Martin                                       Director                           December 2, 2002
-----------------------------
Rex Martin


/s/ Dane A. Miller                                   Director                           December 2, 2002
-----------------------------
Dane A. Miller


/s/ Timothy K. Ozark                                 Director                           December 2, 2002
-----------------------------
Timothy K. Ozark


/s/ Richard J. Pfeil                                 Director                           December 2, 2002
-----------------------------
Richard J. Pfeil


_____________________________                        Director                           December ___, 2002
Claire C. Skinner


_____________________________                        Director                           December ___, 2002
Toby S. Wilt

</TABLE>

<PAGE>

                                       E-1
                                  EXHIBIT LIST

Number                        Document                                  Page No.
------                        --------                                  -------

4.1   Articles of Incorporation of 1st Source as amended
      April 30, 1996, filed as an exhibit to Form 10-K
      dated December 31, 1996, and incorporated herein by reference.

4.2   By-Laws of 1st Source, as amended April 19, 1993,
      and filed as an exhibit to Form 10-K dated December 31, 1993,
      and incorporated herein by reference.

4.3   Form of Stock Certificate, for share of 1st Source Common Stock,
      filed as an exhibit to Registration Statement 2-40481,
      and incorporated herein by reference.

4.4   1st Source Corporation 1982 Restricted Stock Award Plan,
      as amended.                                                           *

5     Opinion of Counsel with respect to the legality of the securities     *
      registered hereby.

23.1  Consent of Ernst & Young LLP.                                         *

23.2  Consent of PricewaterhouseCoopers LLP.                                *

23.3  Consent of Counsel is included in Exhibit 5.                          *

24    Power of Attorney (incorporated into signature page)

*Indicates filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s8_eip4.txt", "description": "S8 EIP ($76.52-", "secsgml_size_bytes": 44381}]
{"company-data": {"conformed-name": "1ST SOURCE CORP", "cik": "0000034782", "assigned-sic": "6022", "irs-number": "351068133", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101712", "film-number": "02851489"}, "business-address": {"street1": "100 NORTH MICHIGAN STREET", "city": "SOUTH BEND", "state": "IN", "zip": "46601", "phone": "2192352702"}, "mail-address": {"street1": "P O BOX 1602", "street2": "P O BOX 1602", "city": "SOUTH BEND", "state": "IN", "zip": "46634"}, "former-company": {"former-conformed-name": "FBT BANCORP INC", "date-changed": "19820818"}}
File No. ____________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             1ST Source Corporation
             (Exact name of registrant as specified in its charter)

          Indiana                                        35-1068133
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

              100 North Michigan Street, South Bend, Indiana 46601
              ----------------------------------------------------
               (address of principal executive office) (zip code)

             1st Source Corporation 1982 Restricted Stock Award Plan
             -------------------------------------------------------
                            (Full title of the plan)

                                Larry E. Lentych
                             1st Source Corporation
                            100 North Michigan Street
                            South Bend, Indiana 46601
            (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (574) 235-2702
                          _____________________________
CALCULATION OF REGISTRATION FEE

                                                 Proposed Maximum        Proposed Maximum
Title of Securities to    Amount to be           Offering Price Per      Aggregate Offering     Amount of
be Registered             Registered (2)         Share (1) (3)           Price (1) (3)          Registration Fee
Common Stock, without
par value                 51,987                 $16.00                  $831,792.00            $76.52
(1)  Calculated  pursuant to Rule 457(c) and (h), on December 4, 2002,  the
average of the high and low price of the registrant's Common Stock on the Nasdaq
National Market System was $16.00.

     (2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities  Act"), this  registration  statement also covers an
indeterminate  number of additional  shares as may be authorized in the event of
an  adjustment  as a result of an  increase  in the  number of issued  shares of
Common Stock  resulting from the payment of dividends or stock splits or certain
other capital adjustments.

     (3) Estimated solely for the purpose of calculating the registration fee.
EXPLANATORY NOTE

     This  Registration  Statement  has been  prepared  in  accordance  with the
requirements  of Form S-8 under the Securities Act to register  51,987 shares of
1st Source  Corporation's  common stock  previously  issued  pursuant to the 1st
Source  Corporation  1982  Restricted  Stock  Award  Plan to  certain  officers,
directors and employees of 1st Source Corporation.  Under cover of this Form S-8
is the reoffer  prospectus  prepared in accordance with Part I of Form S-3 under
the  Securities  Act.  The  reoffer  prospectus  has been  prepared  pursuant to
Instruction C of Form S-8, in accordance with the requirements of Part I of Form
S-3,  and may be used for  reofferings  and resales on a  continuous  or delayed
basis in the future.

                                     Part I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     1st  Source  will send or give the  documents  containing  the  information
specified  in  Part I of  Form  S-8 to  officers,  directors  and  employees  as
specified  by  Securities  and  Exchange  Commission  Rule  428(b)(1)  under the
Securities Act of 1933, as amended (the  "Securities  Act"). 1st Source does not
need to file these documents with the Securities and Exchange  Commission either
as  part  of  this  Registration  Statement  or as  prospectuses  or  prospectus
supplements under Rule 424 of the Securities Act.

                               REOFFER PROSPECTUS

                          92,505 SHARES OF COMMON STOCK

                             1st Source Corporation
                             100 N. Michigan Street
                            South Bend, Indiana 46601
                                 (574) 235-2000

We have issued  certain  shares of our common stock offered hereby to Wellington
D. Jones III,  Richard Q. Stifel,  Allen R. Qualey,  Larry E. Lentych,  Glenn A.
Borden and Jeffrey F. Lindstadt (the "Selling Shareholders") pursuant to the 1st
Source   Corporation  1982  Restricted  Stock  Award  Plan  or  the  1st  Source
Corporation 1982 Executive  Incentive Plan. Selling  Shareholders may offer some
or all of the  shares  issued to them under the plans for sale from time to time
at  prices  and  terms  negotiated  in  individual  transactions  or in  brokers
transactions  negotiated  immediately  prior to sale.  We will not  receive  any
proceeds  from such  sales.  Selling  Shareholders  and any  broker-dealers  who
participate in selling the shares may be deemed to be "underwriters"  within the
meaning of the Securities  Act of 1933, as amended (the  "Securities  Act"),  in
which  event  commissions   received  by  such  brokers  may  be  deemed  to  be
underwriting commissions under the Securities Act.

This  reoffer  prospectus  relates to 92,505  shares of the common  stock of 1st
Source  Corporation  which may be offered  and  resold  from time to time by the
Selling  Shareholders  identified in the prospectus for their own accounts.  The
shares  are  "restricted  securities"  under  the  Securities  Act  prior to the
effectiveness  of the  registration  statement  filed in  conjunction  with this
reoffer prospectus.  The reoffer prospectus has been prepared for the purpose of
registering the shares under the Securities Act to allow for future sales by the
Selling  Shareholders  to  the  public.  It  is  anticipated  that  the  Selling
Shareholders  will offer  shares for sale on the Nasdaq  National  Market at the
prevailing  prices on the date of sale. The Selling  Shareholders  will bear all
sales  commissions and similar  expenses.  We have paid the costs of filing this
registration   statement  with  the  Securities  and  Exchange  Commission  (the
"Commission")  and will pay the costs of  registering  or qualifying  the shares
under  the  securities  laws of any  jurisdiction  where  such  registration  or
qualification is necessary. We estimate the expenses of this offering,  which we
will incur,  including  registration  fees, legal fees,  transfer agent fees and
printing costs, but excluding underwriting discounts and commissions which shall
be paid by Selling Shareholders, will not exceed $5,000.

Our common stock is traded on the Nasdaq  National Market under the symbol SRCE.
On December 4, 2002,  the last reported price of our common stock on such market
was $16.00 per share.

This  investment  involves  a high  degree of risk.  Please  see "Risk  Factors"
beginning on page 1.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved of these securities or determined whether
this reoffer  prospectus  is truthful or  complete.  Any  representation  to the
contrary is a criminal offense.

The date of this reoffer prospectus is December 6, 2002.
TABLE OF CONTENTS

SUMMARY........................................................................1

RISK FACTORS...................................................................1

NOTE REGARDING FORWARD LOOKING STATEMENTS......................................3

USE OF PROCEEDS................................................................3

SELLING SHAREHOLDERS...........................................................3

PLAN OF DISTRIBUTION...........................................................4

DESCRIPTION OF SECURITIES TO BE REGISTERED.....................................4

INDEMNIFICATION OF DIRECTORS AND OFFICERS......................................5

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE..............................5

AVAILABLE INFORMATION..........................................................6

You should rely on the information incorporated by reference or provided in this
reoffer  prospectus or any  supplement.  We have not  authorized  anyone else to
provide you with different information. The common stock is not being offered in
any state  where the offer is not  permitted.  You should  not  assume  that the
information  in this reoffer  prospectus or any supplement is accurate as of any
date other than the date on the front of this reoffer prospectus.
SUMMARY

We have prepared this reoffer prospectus as part of a registration  statement on
Form S-8 under the  Securities  Act  relating to the resale of 92,505  shares of
common  stock  issued to the  Selling  Shareholders  pursuant  to the 1st Source
Corporation 1982 Restricted Stock Award Plan or the 1st Source  Corporation 1982
Executive  Incentive Plan, any or all of which shares may be offered for sale by
the Selling Shareholders from time to time. This prospectus has been prepared in
accordance  with the  requirements of Form S-3 under the Securities Act pursuant
to General  Instruction  C of Form S-8 solely  with  regard to the resale of the
shares by the Selling  Shareholders.  Unless the context indicates otherwise any
of the terms "we," "us," and "our" include and refer to 1st Source Corporation.

                                  RISK FACTORS

An investment in common stock is highly  speculative  and involves a high degree
of risk.  Therefore,  you  should  carefully  consider  all of the risk  factors
discussed  below, as well as the other  information  contained in this document.
You should not invest in common  stock unless you can afford to lose your entire
investment  and  you are not  dependent  on the  funds  you are  investing.  The
following risk factors are  interrelated  and,  consequently,  investors  should
treat such risk factors as a whole.

Our success  depends on our ability to compete  effectively  in the  competitive
financial services industry.

The  financial  services  industry  is  competitive  and  we and  our  operating
subsidiaries  encounter  strong  competition  for  deposits,   loans  and  other
financial  services in all of our lines of business.  Our principal  competitors
include other commercial banks,  savings banks,  savings and loan  associations,
mutual funds, money market funds, finance companies, trust companies,  insurers,
leasing companies,  credit unions,  mortgage companies,  private issuers of debt
obligations,   venture  capital  firms,   and  suppliers  of  other   investment
alternatives,  such as  securities  firms and insurance  companies.  Some of our
non-bank  competitors are not subject to the same degree of regulation as we and
our  subsidiaries  are. Thus, they have advantages over us in providing  certain
services.  Many of our competitors are significantly larger than we are and have
greater  access to capital and other  resources.  In recent years there has been
substantial  consolidation  and  convergence  among  companies in the  financial
services industry.  Such consolidation may increase  competition.  Further,  our
ability to compete effectively is dependent on our ability to adapt successfully
to  technological  and other changes  within the banking and financial  services
industry generally.

Our business may be adversely  affected by the highly  regulated  environment in
which we operate.

We and our  subsidiaries  operate in a heavily  regulated  and rapidly  changing
legislative  and  regulatory  environment.  Our  failure to comply with the many
requirements of state and federal law could lead to termination or suspension of
our licenses,  rights of rescission  for borrowers,  class actions  lawsuits and
administrative  enforcement actions. Recently enacted and future legislation and
regulations may have significant  impact on the financial  services industry and
public companies generally. Regulatory or legislative changes could increase our
costs of doing business,  restrict our access to new products or markets,  cause
us to change some of our products or the way we operate our  different  lines of
business,  adversely affect our operations or the manner in which we conduct our
business and, on the whole, adversely affect the profitability of our business.

We may be adversely affected by a general deterioration in economic conditions.

The risks  associated  with our  business  are  greater  in periods of a slowing
economy or  recession.  Economic  declines may be  accompanied  by a decrease in
demand for consumer and  commercial  credit and declining  real estate and other
asset  values.  Declining  real  estate  and other  asset  values may reduce the
ability of  borrowers to use such equity to support  borrowings.  Delinquencies,
foreclosures  and  losses  generally   increase  during  economic  slowdowns  or
recessions.  Additionally,  our  servicing  costs  and  credit  losses  may also
increase in periods of economic slowdown or recession.

We are subject to credit risk inherent in our loan portfolios.

In the  financial  services  industry,  there  is  always  a risk  that  certain
borrowers may not repay  borrowings as well as a broader systemic risk of losses
due to changes in the local or national  economy.  We maintain an allowance  for
loan and lease  losses to absorb  the  level of losses  that we  estimate  to be
probable in our portfolios. However, our allowance for loan and lease losses may
not be sufficient to cover the loan and lease losses that we actually  incur. If
we experience defaults by borrowers in any of our businesses to a greater extent
than anticipated,  our earnings could be negatively  affected.  Changes in local
economic  conditions could adversely affect credit quality in our local business
loan  portfolio,  and changes in national  economic  conditions  could adversely
affect the quality of our transportation and equipment portfolio.

Certain of our niche business industries are experiencing slow downs.

We have  specialty  national  niche  business  in  commercial  loans  secured by
transportation and construction  equipment,  including the financing of aircraft
for  dealers,  individuals,  businesses  and  air  cargo  operators  and  in the
financing of vehicles for the rental and leasing industries.  Our aircraft niche
business has been adversely  affected by the slow down in the technology markets
(a large user of air cargo services),  the reaction by the financial markets and
the fall-off of durable goods  manufacturing,  all of which were  exacerbated by
the events of September  11. These market  conditions  have caused  aircraft and
used automobile values to drop precipitously.  Our customers who rely on the use
of aircraft or automobiles to produce income have been negatively affected,  and
we have experienced  substantial loan losses in the last several quarters in our
aircraft and auto rental  financing  units.  Since some of our  relationships in
these industries are large (up to $15 million), further and continued slow-downs
in these industries can adversely affect our business.

We may be adversely affected by interest rate changes.

Although we actively  manage our interest rate  sensitivity,  such management is
not an exact  science.  Rapid  increases or  decreases  in interest  rates could
adversely  affect our net interest margin if changes in our cost of funds do not
correspond to changes in income yields. Such fluctuations could also continue to
negatively impact our mortgage banking operations,  which are very interest rate
sensitive,  by increasing the runoff rates in the servicing portfolio,  reducing
loan  origination  activities  or  increasing  its  funding  costs.  We recorded
non-cash  valuation  adjustments  in the second and third  quarters  of 2002 for
impairment of the carrying  value of the mortgage  servicing  portfolio  held by
Trustcorp Mortgage Company, our mortgage banking subsidiary.

Provisions in our restated  articles of  incorporation,  by-laws and Indiana law
may delay or prevent an acquisition of us by a third party.

     Our  restated  articles of  incorporation,  by-laws and Indiana law contain
provisions  that may make it more  difficult  for a third  party to  acquire  us
without  the  consent of our board of  directors.  These  provisions  could also
discourage  proxy  contests and may make it more difficult for  shareholders  to
elect their own representatives as directors and take other corporate actions.

     Among other provisions,  our articles of incorporation  authorize our board
of  directors to issue  shares of  preferred  stock and to determine  its terms,
preferences  and other  rights  without  shareholder  approval.  The issuance of
preferred  stock could  discourage a third party from  acquiring  control of the
company.

     Our by-laws do not permit cumulative voting of shareholders in the election
of directors,  allowing the holders of a majority of our  outstanding  shares to
control the  election of all our  directors.  Our by-laws also provide that only
our board of directors,  and not our shareholders,  may adopt,  alter, amend and
repeal our by-laws.

     Indiana law provides  several  limitations  that may  discourage  potential
acquirers  from  purchasing  our  common  shares.  In  particular,  Indiana  law
prohibits  business  combinations  with a person who acquires 10% or more of our
common shares during the five-year  period after the  acquisition of 10% by that
person  or  entity,   unless  the  acquirer  receives  prior  approval  for  the
acquisition of the shares or business combination from our board of directors.

                    NOTE REGARDING FORWARD LOOKING STATEMENTS

This reoffer prospectus contains  forward-looking  statements that involve risks
and  uncertainties.  These  statements  relate  to future  events or our  future
financial performance. In some cases you can identify forward-looking statements
by terminology such as "may," "will," "should," "except," "plan,"  "anticipate,"
"believe,"  "estimate,"  predict,"  "potential"  or  "continue,"  as well as the
negative of such terms or other  comparable  terminology.  These  statements are
only predictions.  Actual events or results may differ materially. In evaluating
these  statements  you should  consider  various  factors,  including  the risks
described above.  These factors my cause our actual results to differ materially
from any forward-looking statement.

                                 USE OF PROCEEDS

We will not receive any of the proceeds  from the sale of shares of common stock
by the Selling Shareholders.

                              SELLING SHAREHOLDERS

The Selling  Shareholders  may sell,  from time to time, a total of up to 92,505
shares issued pursuant to the 1st Source Corporation 1982 Restricted Stock Award
Plan or the 1st Source  Corporation  1982 Executive  Incentive Plan. The Selling
Shareholders  are Wellington D. Jones III,  Richard Q. Stifel,  Allen R. Qualey,
Larry E. Lentych, Glenn A. Borden, and Jeffrey F. Lindstadt.

The following  table sets forth  certain  information  regarding the  beneficial
ownership of common stock by the Selling  Shareholders  as of November 29, 2002,
and the number of shares being offered by this prospectus.
Number of Shares
                                                                              Beneficially Owned
                                  Number of Shares                            After Offering,           Percentage of
                                  Beneficially Owner       Number of Shares   Presuming All Shares      Outstanding
Name & Position                   Prior to Offering (1)    Offered            Offered Are Sold          Shares
--------------------------------- ------------------------ ------------------ ------------------------- ----------------
Wellington D. Jones III                   231,653               29,703                201,950                  *
Executive Vice President--1st
Source; President and Chief
Operating Officer--1st Source
Bank

Richard Q. Stifel                         98,906                21,601                 77,305                  *
Executive Vice President,
Business Banking Group--1st
Source Bank

Allen R. Qualey                           84,394                20,415                 63,979                  *
President and Chief Operating
Officer, Specialty Finance
Group--1st Source Bank

Larry E. Lentych                          62,448                18,568                 43,880                  *
Senior Vice President,
Treasurer and Chief Financial
Officer--1st Source & 1st
Source Bank

Glenn A. Borden                           50,390                 1,113                 49,277                  *
Regional President, Fort Wayne
Region--1st Source Bank

Jeffrey F. Lindstadt                      51,366                 1,105                 50,261                  *
Vice President, Specialty
Finance Group--1st Source Bank
*indicates less than 1%

(1)  Based upon information  furnished by the respective Selling Shareholders as
     of November 29, 2002. Under applicable regulations, shares are deemed to be
     beneficially  owned by a person if he directly or indirectly  has or shares
     the  power to vote or  dispose  of the  shares,  whether  or not he has any
     economic interest with respect to the shares.  Includes shares beneficially
     owned by members of the  immediate  families  of the  Selling  Shareholders
     residing in their homes and also includes all Shares held under the plans.

Certain  non-affiliates  may use this  reoffer  prospectus  for the  reoffer and
resale of up to 1,000 shares each issued pursuant to the plans.

                              PLAN OF DISTRIBUTION

Selling  Shareholders  may  sell  the  shares  from  time to time in the  Nasdaq
National Market, or otherwise,  at prices and terms then prevailing or at prices
related  to the  then  current  market  price,  or in  negotiated  transactions.
Further,  the Selling  Shareholders  may choose to dispose of the shares offered
under this  prospectus by gift to a third party or as a donation to a charitable
or other non-profit  entity.  Selling  Shareholders  expect to employ brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from  Selling  Shareholders  or from  purchasers  in  amounts  to be  negotiated
immediately  prior to the sale, which commissions and discounts are not expected
to deviate from the usual and customary brokers commissions.  In connection with
any sales, the Selling Shareholders and any brokers  participating in such sales
may be deemed to be  underwriters  within  the  meaning of the  Securities  Act.
Neither we nor the Selling  Shareholder  expect to employ,  utilize or otherwise
engage any finders to assist in the sales of the shares.

We have advised the Selling  Shareholders  that the  anti-manipulation  rules of
Regulation  M under  the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act") may apply to sales of shares in the market and to the activities
of the Selling  Shareholders  and their  affiliates.  In addition,  we will make
copies of this reoffer prospectus available to the Selling Shareholders and have
informed  them of the  possible  need for  delivery  of copies  of this  reoffer
prospectus to  purchasers on or prior to sales of the shares  offered under this
reoffer  prospectus.  The Selling  Shareholders may indemnify any  broker-dealer
that  participates  in  transactions  involving  the sale of the shares  against
certain liabilities, including liabilities arising under the Securities Act.

Any securities covered by this reoffer prospectus that qualify for sale pursuant
to Rule 144 under the  Securities  Act may be sold under those rules rather than
pursuant to this reoffer prospectus.

There is no assurance that the Selling  Shareholders will offer for sale or sell
any or all of the shares registered pursuant to this prospectus.

                   DESCRIPTION OF SECURITIES TO BE REGISTERED

We have the authority to issue 40,000,000  shares of common stock, no par value.
As of November 29, 2002, there were 21,202,641 shares of our common stock issued
and  outstanding.  The holders of our common  stock are entitled to one vote for
each share held of record on all matters  submitted  to a vote of  shareholders.
Holders  of common  stock have no  cumulative  voting,  conversion,  preemptive,
dividend or other subscription  rights,  and there are no redemption  provisions
applicable to the common stock.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Chapter  37 of the  Indiana  Business  Corporation  Law,  as  amended  ("IBCL"),
authorizes  every  Indiana  corporation  to indemnify its officers and directors
under  certain  circumstances  against  liability  incurred in  connection  with
proceedings  to which the  officers or  directors  are made parties by reason of
their   relationships  to  the  corporation.   Officers  and  directors  may  be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

Our Articles of  Incorporation  provide that the officers and directors shall be
indemnified and advanced expenses to the fullest extent permitted by the IBCL.

The Company maintains standard directors' and officers' liability insurance.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to our  directors,  officers  and control  persons  pursuant to the
foregoing provisions,  or otherwise, we have been advised that in the opinion of
the 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 us of
expenses  incurred  or paid by a director,  officer or control  person) we 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 us is  against  public  policy  as  expressed  in  the
Securities Act and we will be governed by the final adjudication of such issue.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following  documents filed with the Commission are incorporated by reference
in this reoffer prospectus.

     o    1st Source's  Annual  Report on Form 10-K for the year ended  December
          31, 2001, filed with the Commission on March 12, 2002.

     o    1st Source's  Quarterly  Reports on Form 10-Q for the  quarters  ended
          March 31, 2002 (filed on May 14, 2002), June 30, 2002 (filed on August
          13, 2002), and September 30, 2002 (filed on November 12, 2002).

     o    All other reports filed pursuant to Section 13 or Section 15(d) of the
          Exchange Act by 1st Source since December 31, 2001.

     o    The   information   set  forth  under  the  caption   "Description  of
          Registrant's Securities to be Registered" in 1st Source's Registration
          Statement on Form S-2,  Reg.  No.  33-9087,  dated  December 16, 1986,
          including any  amendments or reports filed for the purpose of updating
          that description.

     o    All  reports  and other  documents  subsequently  filed by 1st  Source
          pursuant to Section  13(a),  13(c),  14 and 15(d) of the Exchange Act,
          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,  as of the  date of  filing  such
          documents.

We will furnish without charge to each person to whom the reoffer  prospectus is
delivered, upon oral or written request of such person, a copy of any and all of
the documents incorporated by reference (other than exhibits to such documents).
Requests should be directed to:

                           1st Source Corporation
                           100 North Michigan Street
                           South Bend, IN 46601
                           Attention:  Chief Financial Officer
                           Phone:  (574) 235-2702

                              AVAILABLE INFORMATION

We are subject to the  informational  requirements  of the Exchange  Act, and in
accordance  therewith file reports,  proxy statements and other information with
the  Commission.  You can inspect  these  reports,  proxy  statements  and other
information filed by 1st Source at the public reference facilities maintained by
the  Commission at the locations  listed below.  You will be required to pay the
prescribed  rates  for  copies  of these  reports,  proxy  statements  and other
information.

     o    The SEC's main office  located at Office of  Investors  Education  and
          Assistance,  450 Fifth Street, N.W., Washington,  D.C. 20549 or e-mail
          at help@sec.gov.

     o    The SEC's Midwest Regional Office located at Citicorp Center, 500 West
          Madison Street, Suite 1400, Chicago,  Illinois 60661-2511 or e-mail at
          chicago@sec.gov.

     o    The SEC's web site on the Internet at www.sec.gov.

Our  common  stock is traded on the  Nasdaq  National  Market  under the  symbol
"SRCE."

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by 1st Source  Corporation  (the "Company" or "1st Source")
pursuant  to the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are
incorporated by reference in this Registration Statement.

          (a) The  Company's  Annual  Report  on Form  10-K for the  year  ended
     December 31, 2001, filed with the Commission on March 12, 2002.

          (b) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarters
     ended  March 31,  2002  (filed on May 14,  2002),  June 30,  2002 (filed on
     August 13, 2002), and September 30, 2002 (filed on November 12, 2002).

          (c) The  information  set forth  under  the  caption  "Description  of
     Registrant's  Securities to be  Registered"  in the Company's  Registration
     Statement on Form S-2, Reg. No. 33-9087, dated December 16, 1986, including
     any   amendments  or  reports  filed  for  the  purpose  of  updating  that
     description.

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act, 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 to be
incorporated  by reference  into this  Registration  Statement as of the date of
filing such documents.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

     Chapter 37 of the Indiana Business  Corporation  Law, as amended  ("IBCL"),
authorizes  every  Indiana  corporation  to indemnify its officers and directors
under  certain  circumstances  against  liability  incurred in  connection  with
proceedings  to which the  officers or  directors  are made parties by reason of
their   relationships  to  the  corporation.   Officers  and  directors  may  be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

     The Articles of  Incorporation of the Company provide that the officers and
directors  shall be  indemnified  and  advanced  expenses to the fullest  extent
permitted by the IBCL.

     The  Company  maintains   standard   directors'  and  officers'   liability
insurance.

Item 7. Exemption from Registration.

     The shares issued to the Selling  Shareholders were issued in reliance upon
the exemption from registration  contained in Section 4(2) of the Securities Act
by the Company  pursuant to the 1st Source  Corporation  1982  Restricted  Stock
Award Plan. These issuances were deemed to be exempt from registration under the
Securities Act pursuant to Section 4(2) as transactions that did not involve any
public offering, or were deemed not to require registration under the Securities
Act since such issuance did not involve the sale of such securities.

Item 8. Exhibits.

     The exhibits  furnished with the Registration  Statement are listed on page
E-1.

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 hereof (or the most  recent  post-effective
          amendment hereof) which, individually or in the aggregate, represent a
          fundamental  change in the information set forth in this  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 the  undertakings set forth in paragraphs (i) and
     (ii) above do not apply if the  information  required  to be  included in a
     post-effective  amendment  by those  paragraphs  is  contained  in periodic
     reports filed by the registrant  pursuant to section 13 or section 15(d) of
     the Securities  Exchange Act of 1934 that are  incorporated by reference in
     this 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 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 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  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 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 Act and will be governed by the final adjudication of
such issue.
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 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 South Bend,  State of Indiana,  on December 6,
2002.

                                      1st Source Corporation

                                      By: /s/ Larry E. Lentych
                                          ---------------------------------
                                          Larry E. Lentych, Treasurer and
                                            Chief Financial Officer

Each person whose signature  appears below authorizes John B. Griffith and Larry
E.  Lentych,  and  each of  them,  to file  one or  more  amendments  (including
post-effective  amendments) to the Registration Statement,  which amendments may
make  such  changes  in the  Registration  Statement  as  either  of them  deems
appropriate,  and each such person hereby appoints John B. Griffith and Larry E.
Lentych,  and each of them,  as  attorney-in-fact  to execute in the name and on
behalf of each person individually,  and in each capacity stated below, any such
amendment to the Registration Statement.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
Signature                                     Title                           Date
/s/ Christopher J. Murphy III                        Chairman of the Board,             December 6, 2002
-----------------------------                        President, Chief Executive
Christopher J. Murphy III                            Officer and a Director

/s/ Wellington D. Jones III                          Executive Vice President and a     December 6, 2002
-----------------------------                        Director
Wellington D. Jones III

/s/ John B. Griffith                                 Secretary and General Counsel      December 6, 2002
-----------------------------
John B. Griffith

/s/ Larry E. Lentych                                 Treasurer & Chief Financial        December 6, 2002
-----------------------------                        Officer (Principal Accounting
Larry E. Lentych                                     and Financial Officer)

_____________________________                        Director                           December ___, 2002
Reverend E. William Beauchamp, C.S.C.

/s/ Danile B. Fitzpatrick                            Director                           December 5, 2002
-----------------------------
Daniel B. Fitzpatrick

_____________________________                        Director                           December ___, 2002
Lawrence E. Hiler

/s/ William P. Johnson                               Director                           December 2, 2002
-----------------------------
William P. Johnson

/s/ Rex Martin                                       Director                           December 2, 2002
-----------------------------
Rex Martin

/s/ Dane A. Miller                                   Director                           December 2, 2002
-----------------------------
Dane A. Miller

/s/ Timothy K. Ozark                                 Director                           December 2, 2002
-----------------------------
Timothy K. Ozark

/s/ Richard J. Pfeil                                 Director                           December 2, 2002
-----------------------------
Richard J. Pfeil

_____________________________                        Director                           December ___, 2002
Claire C. Skinner

_____________________________                        Director                           December ___, 2002
Toby S. Wilt
E-1
                                  EXHIBIT LIST

Number                        Document                                  Page No.
------                        --------                                  -------

4.1   Articles of Incorporation of 1st Source as amended
      April 30, 1996, filed as an exhibit to Form 10-K
      dated December 31, 1996, and incorporated herein by reference.

4.2   By-Laws of 1st Source, as amended April 19, 1993,
      and filed as an exhibit to Form 10-K dated December 31, 1993,
      and incorporated herein by reference.

4.3   Form of Stock Certificate, for share of 1st Source Common Stock,
      filed as an exhibit to Registration Statement 2-40481,
      and incorporated herein by reference.

4.4   1st Source Corporation 1982 Restricted Stock Award Plan,
      as amended.                                                           *

5     Opinion of Counsel with respect to the legality of the securities     *
      registered hereby.

23.1  Consent of Ernst & Young LLP.                                         *

23.2  Consent of PricewaterhouseCoopers LLP.                                *

23.3  Consent of Counsel is included in Exhibit 5.                          *

24    Power of Attorney (incorporated into signature page)

*Indicates filed herewith.