UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549








FORM 10-K/A


Amendment No. 1





x
            ANNUAL REPORT PURSUANT TO SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934For the fiscal year
      endedDecember
      31, 2009OR ̈
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the transition period
      from  ___________________  to  ___________________





Commission File Number000-27905





MutualFirstFinancial,
      Inc.(Exact Name of Registrant as
      Specified in its Charter)





Maryland
            
            35-2085640(State or other jurisdiction of
      incorporation or organization)
            
            (I.R.S. Employer Identification
      No.)110 E. Charles Street, Muncie,
      Indiana
            
            47305-2419(Address of principal executive
      offices)
            
            (Zip
  Code)





Registrant’s telephone number, including
area code:(765)
747-2800





Securities Registered Pursuant to
Section 12(b) of the Act:


Title of each
      class
            Name of each exchange on which
      registeredCommon Stock, par value $.01 per
      share
            Nasdaq Global
      Market





Securities Registered Pursuant to
Section 12(g) of the Act:


None





Indicate by checkmark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    YES ̈NOx





Indicate by checkmark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.  YES ̈NOx





Indicate by checkmark whether the
registrant (1) has filed all reports required to be filed by Section 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 subject to such filing requirements for the past 90
days.    YESxNO ̈





Indicate
by checkmark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  YES ̈NO ̈





Indicate by checkmark 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 in Part III of this Form 10-K or any amendment to this
Form 10-K.x





Indicate by checkmark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company.  See definition of “accelerated
filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Act.





Large
      accelerated filer ̈
            Accelerated
      filer ̈
            Non-accelerated
      filer ̈
            Smaller reporting
      companyx(Do not check if
      smaller
              reporting
      company)





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).   YES ̈NOx





The aggregate market value of the voting
and non-voting  common equity held by non-affiliates, computed by
reference to the last sale price of such stock on the Nasdaq Global Market as of
June 30, 2009, the last business day of the registrant’s most recently completed
second fiscal quarter, was approximately$48.1 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 that such person is an affiliate of the
registrant.)





Indicate the number of shares
outstanding of each of the registrant’s classes of common stock as of the latest
practicable date.As ofMarch 15,2010, there were
6,984,754 shares of the registrant’s common stock
outstanding.




DOCUMENTS INCORPORATED BY
REFERENCE
 
 PART III of Form 10-K—Portions of
registrant’s Proxy Statement for its 2010 Annual Meeting of
Stockholders.










The
purpose of this amendment (Amendment No. 1) on Form 10-K/A to the Annual Report
on Form 10-K of MutualFirst Financial, Inc.
(the “Company”) for the fiscal year ended December 31, 2009, which was
originally filed with the Securities and Exchange Commission on March 18, 2010,
is to include in Item 8 a revised report of the Company’s independent registered
public accounting firm to correct a clerical error in the verbiage in the
initial filing.  A reference to the audit of internal controls and the
associated report and opinion was inadvertently left in the Report included in
the filed Form 10-K for the fiscal year ended December 31, 2009.





This Form
10-K/A does not reflect events occurring after the filing of the original Form
10-K or modify or update any other disclosures.  Information not
affected by the amendment is unchanged and reflects the disclosures made at the
time of the filing of the original Form 10-K.









Report
of Independent Registered Public Accounting Firm








Audit
Committee, Board of Directors and Stockholders


MutualFirst Financial,
Inc.


Muncie,
Indiana








We have
audited the accompanying consolidated balance sheets of MutualFirst Financial, Inc.
as of December 31, 2009 and 2008, and the related consolidated statements of
income, stockholders’ equity and cash flows for each of the years in the
three-year period ended December 31, 2009.  The Company's management
is responsible for these financial statements.  Our responsibility is
to express an opinion on these financial statements based on our
audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  Our audit
included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.




In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of MutualFirst Financial, Inc.
as of December 31, 2009 and 2008, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2009, in
conformity with accounting principles generally accepted in the United States of
America.











BKD,LLP




Indianapolis,
Indiana


March 18,
2010









SIGNATURES




Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




MutualFirstFinancial,
      Inc.Date:  March 29,
      2010
            By:
            /s/David W.
      HeeterDavid W. Heeter, President
      andChief Executive
      OfficerDuly Authorized
      Representative)





POWER
OF ATTORNEY




We, the undersigned officers and
directors ofMutualFirstFinancial, Inc., hereby severally and
individually constitute and appoint David W. Heeter and Timothy J. McArdle, and
each of them, the true and lawful attorneys and agents of each of us to execute
in the name, place and stead of each of us (individually and in any capacity
stated below) any and all amendments to this Annual Report on Form 10-K and all
instruments necessary or advisable in connection therewith and to file the same
with the Securities and Exchange Commission, each of said attorneys and agents
to have the power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of the undersigned
every act whatsoever necessary or advisable to be done in the premises as fully
and to all intents and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as they may be signed by
our said attorneys and agents or each of them to any and all such amendments and
instruments.




Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




/s/David W.
      Heeter
            
            /s/Wilbur R.
      DavisDavid W. Heeter, President and
      Director
            
            Wilbur R. Davis, Chairman of the
      Board(Principal Executive
      Officer)Date:  March 29,
      2010
            
            Date:  March 29,
      2010/s/Patrick C.
      Botts
            
            /s/Edward J.
      DobrowPatrick C. Botts,
      Director
            
            Edward J. Dobrow,
      DirectorDate:  March 29,
      2010
            
            Date:  March 29,
      2010/s/Linn A.
      Crull
            
            /s/James D.
      RosemaLinn A. Crull,
      Director
            
            James D. Rosema,
      DirectorDate:  March 29,
      2010
            
            Date:  March 29,
      2010/s/William V.
      Hughes
            
            /s/Jerry D.
      McVickerWilliam V. Hughes,
      Director
            
            Jerry D. McVicker,
      DirectorDate: March 29,
      2010
            
            Date:  March 29,
      2010/s/Jon R.
      Marler
            
            /s/Jonathan E. Kintner,
      O.D.Jon R. Marler,
      Director
            
            Jonathan E. Kintner, O.D.,
      DirectorDate:  March 29,
      2010
            
            Date:  March 29,
      2010/s/Edward C.
      Levy
            
            /s/Michael J.
      MarienEdward C. Levy,
      Director
            
            Michael J. Marien,
      DirectorDate:  March 29,
      2010
            
            Date:  March 29,
      2010/s/Charles J.
      Viater
            
            /s/ Timothy J.
      McArdleCharles J. Viater,
      Director
            
            Timothy J. McArdle, Senior Vice
      PresidentTreasurer and
      Controller(Principal Financial and
      Accounting Officer)Date:  March 29,
      2010
            
            Date:  March 29,
      2010









INDEX
TO EXHIBITS








31.1
            Rule
      13(a)-14(a) Certification (Chief Executive Officer)31.2
            Rule
      13(a)-14(a) Certification (Chief Financial Officer)32
            Section
      1350 Certification