**EXHIBIT 31.2**

|1. | I have reviewed this annual report on Form 10-K of *MutualFirst*Financial, Inc.;                                                                                                                                                                                                                                                       
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|2. | Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;                             
|3. | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;                                                
|4. | The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
|   | a)                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                                                                                     
|5. | The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):                                          
|   | a)                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                     

|Date:    March 16, 2005 | By: | /s/ Timothy J. McArdleTimothy J. McArdleTreasurer and Chief Financial Officer*(Principal Financial and Accounting Officer)*
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