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**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.  20549**

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****FORM 10-K****
| [X]            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     |
|----------------|------------------------------------------------------------------------------------------|
|                | For the fiscal year ended December 31, 2004                                         |
|                |                                                                                          |
|                | OR                                                                                       |
| [  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|                | For the transition period from __________________ to __________________                  |

****COMMISSION FILE NUMBER 000-27905****
*****MutualFirst* Financial, Inc.**(Exact Name of Registrant as Specified in its Charter)**
| **Maryland**(State or other jurisdiction of incorporation or organization)         | **35-2085640**(I.R.S. Employer Identification No.) |
|------------------------------------------------------------------------------------|----------------------------------------------------|
|                                                                               |
| **110 E. Charles Street, Muncie, Indiana**(Address of principal executive offices) | **47305-2419**(Zip Code)                           |

**Registrant's telephone number, including area code: **(765) 747-2800****
**Securities Registered Pursuant to Section 12(b) of the Act:**
**None**
**Securities Registered Pursuant to Section 12(g) of the Act:**
**Common Stock, par value $.01 per share(Title of Class)**

             Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. YES [X] NO [ ]

             Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference inPart III of this Form 10-K or any amendment to this Form 10-K.   [X]

             Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).            YES [X] NO [ ]

             The aggregate market value of the voting and non-voting common equityheld by non-affiliates, computed by reference to the last sale price of such stock on the Nasdaq National Market as of June 30, 2004, the last business day of the registrant's most recently completedsecond fiscal quarter, was approximately $86.7 million. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant thatsuch person is an affiliate of the registrant.)

             As of March 3, 2005, there were issued and outstanding 4,686,564shares of the registrant's common stock.

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**EXPLANATORY NOTE**

            This Amendment No. 1 on Form 10-K/A to the *MutualFirst* Financial, Inc. (the "Company")Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (the "Original Filing")is being filed to amend Item 9A to include Management's Report on Internal Control Over FinancialReporting and the related report of the Company's independent registered public accounting firm.In addition, the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and theconsent of the Company's independent registered public accounting firm, filed as exhibits to theOriginal Filing, have been re-executed and re-filed in this Form10-K/A.   

            This Amendment No. 1 on Form 10-K/A is filed pursuant to Securities and ExchangeCommission Release No. 34-50754, which provides up to 45 additional days beyond the due dateof the Original Filing for the filing of the internal control reports.

**Item 9A.  Controls and Procedures**

            An evaluation of our disclosure controls and procedures (as defined in Section 13(a)-14(c)of the Securities Exchange Act of 1934 (the "Exchange Act")) as of December 31, 2004, was carriedout under the supervision and with the participation of the our Chief Executive Officer, PrincipalFinancial Officer and several other members of our senior management within the 90-day periodpreceding the filing date of this annual report.  Our Chief Executive Officer and Principal FinancialOfficer concluded that, as of December 31, 2004, our disclosure controls and procedures wereeffective in ensuring that the information required to be disclosed by us in the reports we file orsubmit under the Exchange Act is (i) accumulated and communicated to our management (includingour Chief Executive Officer and Principal Financial Officer) in a timely manner, and (ii) recorded,processed, summarized and reported within the time periods specified in the SEC's rules and forms. 

            There were no changes in our internal controls over financial reporting (as defined in Rule13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2004, thathave materially affected, or is reasonably likely to materially affect, our internal control overfinancial reporting.

            We do not expect that our disclosure controls and procedures will present all error and allfraud.  A control procedure, no matter how well conceived and operated, can provide onlyreasonable, not absolute, assurance that the objectives of the control procedure are met.  Because ofthe inherent limitations in all control procedures, no evaluation of controls can provide absoluteassurance that all control issues and instances of fraud, if any, within *MutualFirst* have beendetected.  These inherent limitations include the realities that judgment in decision-making can befaulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls cancircumvented by the individual acts of some persons, by collusion of two or more people, or bymanagement override of the control.  The design of any control procedure also is based in part uponcertain assumptions about the likelihood of future events, and there can be no assurance that anydesign will succeed in achieving its stated goals under all potential future conditions; over time,controls may become inadequate because of changes in conditions, or the degree of compliance withthe policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effectivecontrol procedure, misstatements due to error or fraud may occur and not be detected.

            There were no changes in our internal control over financial reporting (as defined in Rule13a-15(f) under the Act) that occurred during the quarter ended December 31, 2004, that haveNEXT PAGEmaterially affected, or are reasonably likely to materially affect, our internal control over financialreporting.  The annual report of management on the effectiveness of internal control over financialreporting and the attestation report thereon issued by our independent registered public accountingfirm are set forth below under "Management's Report on Internal Control Over Financial Reporting"and "Report of the Independent Registered Public Accounting Firm on Internal Control overFinancial Reporting."

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**Management's Report on Internal Control over Financial Reporting**

**            **The management of *MutualFirst* Financial, Inc. is responsible for establishing andmaintaining adequate internal control over financial reporting, as such term is defined in Exchange ActRule 13a-15(f).  The Company's internal control over financial reporting is a process designed to providereasonable assurance to the Company's management and board of directors regarding the reliability offinancial reporting and the preparation of the financial statements for external purposes in accordancewith accounting principles generally accepted in the United States of America.  
**            **The Company's internal control over financial reporting includes those policies andprocedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financial statements in accordancewith accounting principles generally accepted in the United States of America, and that receipts andexpenditures of the Company are being made only in accordance with authorizations of management anddirectors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detectionof unauthorized acquisition, use, or disposition of the Company's assets that could have a material effecton the financial statements.  
**            **Because of its inherent limitations, internal control over financial reporting may notprevent or detect misstatements. All internal control systems, no matter how well designed, have inherentlimitations, including the possibility of human error and the circumvention of overriding controls.Accordingly, even effective internal control over financial reporting can provide only reasonableassurance with respect to financial statement preparation. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
**            **Our management assessed the effectiveness of the Company's internal control overfinancial reporting as of December 31, 2004.  In making this assessment, it used the criteria set forth bythe Committee of Sponsoring Organizations of the Treadway Commission (COSO) in*Internal Control-Integrated Framework*.  Based on our assessment, we believe that, as of December 31, 2004, theCompany's internal control over financial reporting was effective based on those criteria.
**            **The Company's independent auditors have issued an audit report on our assessment ofinternal control over financial reporting as of December 31, 2004.  This report is included in this Form10-K/A.  See "Report of Independent Registered Public Accounting Firm," which follows this report.
Date: April 27, 2005By:/s/ David W. HeeterDavid W. HeeterPresident and Chief Executive Officer    By:/s/ Timothy J. McArdleTimothy J. McArdleTreasurer and Chief Financial Officer*(Principal Financial and Accounting Officer)NEXT PAGE
**Report of Independent Registered Public Accounting Firm
****To the Audit Committeeof the Board of Directors*MutualFirst*Financial, Inc.Muncie, Indiana

We have audited management's assessment, included in Management's Report on Internal Control overFinancial Reporting, that *MutualFirst* Financial, Inc. maintained effective internal control over financialreporting as of December 31, 2004, based on criteria established in Internal Control - Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  TheCompany's management is responsible for maintaining effective internal control over financial reporting andfor its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is toexpress an opinion on management's assessment and an opinion on the effectiveness of the Company'sinternal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting OversightBoard (United States).  Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all materialrespects.  An audit includes obtaining an understanding of internal control over financial reporting,evaluating management's assessment, testing and evaluating the design and operating effectiveness ofinternal control and performing such other procedures as we consider necessary in the circumstances.  Webelieve that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles.  A company's internal control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparationof financial statements in accordance with generally accepted accounting principles, and that receipts andexpenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use or disposition of the company's assets that could have a material effect on thefinancial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detectmisstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the riskthat controls may become inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.
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In our opinion, management's assessment that *MutualFirst*Financial, Inc. maintained effective internalcontrol over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based oncriteria established in Internal Control - Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO).  Also in our opinion, *MutualFirst* Financial, Inc.maintained, in all material respects, effective internal control over financial reporting as of December 31,2004, based on criteria established in Internal Control - Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board(United States), the consolidated financial statements of *MutualFirst* Financial, Inc. and our report datedFebruary 4, 2005 expressed an unqualified opinion thereon.

/s/ BKD, LLPIndianapolis, IndianaMarch 25, 2005
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**SIGNATURES**
**            **Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  *MutualFirst* Financial, Inc.      Date: April 27, 2005By:/s/  David W. Heeter  David W. Heeter, President and Chief ExecutiveOfficer*(Duly Authorized Representative)*****NEXT PAGE**INDEX TO EXHIBITS********Number** **Description   23 Consent of Accountants   31.1 Rule 13(a)-14(a) Certification (Chief Executive Officer)   31.2 Rule 13(a)-14(a) Certification (Chief Financial Officer)END*****