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 ended December 31, 2008OR[  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from ________________ to
      ________________





COMMISSION
FILE NUMBER 000-27905





MutualFirst Financial,
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
                The
      NASDAQ Stock Market LLC




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





None





Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.  YES [   ]    NO
[X]





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.  YES [   ]    NO
[X]





Indicate by check mark 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.   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 in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]





Indicate by check mark 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.  (Check one)




Large
      accelerated filer [   ]
                    Accelerated
      filer [   ]
                    Non-accelerated
      filer [   ]
                    Smaller
      reporting company filer [X](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
[   ]    NO [ X ]





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 29, 2008, the last business day of the registrant’s most recently
completed second fiscal quarter, was approximately $29.7 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 that such person is an affiliate of the
registrant.)





As of
March 19, 2009, 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 2009 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, 2008, which was
originally filed with the Securities and Exchange Commission on March 23, 2009,
is to: (1) include in Item 9A a revised report of the Company’s independent
registered public accounting firm respecting the Company’s internal control over
financial reporting (“Report”); and (2) include the correct consent of our
independent registered public accounting firm (“Consent”) in Exhibit
23.  A reference to Section 112 of the Federal Deposit Insurance
Corporation Improvement Act and certain related language was inadvertently left
out in the Report included in the filed Form 10-K for the fiscal year ended
December 31, 2008.  The correct Consent of our independent registered
public accounting firm was inadvertently omitted from the filed Form 10-K for
the fiscal year ended December 31, 2008.
 
 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.
  
  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, 2008, was carried out under the supervision and with the
participation of the our Chief Executive Officer, Principal Financial Officer
and several other members of our senior management within the 90-day period
preceding the filing date of this annual report.  Our Chief Executive
Officer and Principal Financial Officer concluded that, as of December 31, 2008,
our disclosure controls and procedures were effective in ensuring that the
information required to be disclosed by us in the reports we file or submit
under the Exchange Act is (i) accumulated and communicated to our management
(including our 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
Rule 13a-15(f) under the Act) that occurred during the quarter ended December
31, 2008, that have materially affected, or as reasonably likely to materially
affect, our internal control over financial reporting.  The annual
report of management on the effectiveness of internal control over financial
reporting and the attestation report thereon issued by our independent
registered public accounting firm 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 over Financial
Reporting.”
  We do not
expect that our disclosure controls and procedures will prevent all error and
all fraud.  A control procedure, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control procedure are met.  Because of the inherent
limitations in all control procedures, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within MutualFirst have
been detected.  These inherent limitations include the realities that
judgment in decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake.  Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.  The design of any
control procedure also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design 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 with the policies or procedures may
deteriorate.  Because of the inherent limitations in a cost-effective
control procedure, misstatements due to error or fraud may occur and not be
detected.
 
  Management’s
Report on Internal Control over Financial Reporting
  The
management of MutualFirst Financial, Inc.
is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The
Company’s internal control over financial reporting is a process designed to
provide reasonable assurance to the Company’s management and board of directors
regarding the reliability of financial reporting and the preparation of the
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.
  The
Company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the Company;
and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Company’s assets that
could have a material effect on the financial statements.
  Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. All internal control systems, no matter how
well designed, have inherent limitations, including the possibility of human
error and the circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance
with respect to financial statement preparation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes 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 over
financial reporting as of December 31, 2008. In making this assessment, it used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) inInternal Control-Integrated Framework. Based on our assessment, we
believe that, as of December 31, 2008, the Company’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 of
internal control over financial reporting as of December 31,
2008.  This report is included in this Form 10-K. See “Report of
Independent Registered Public Accounting Firm,” which follows this
report.
  Date:
      March 23, 2009
                          By:
                          /s/ David
      W. HeeterDavid
      W. HeeterPresident
      and Chief Executive OfficerBy:
                          /s/ Timothy
      J. McArdleTimothy
      J. McArdleTreasurer
      and Chief Financial Officer
 
 
 Report
of Independent Registered Public Accounting Firm
 
 Audit
Committee, Board of Directors and Stockholders
 MutualFirst Financial,
Inc.
 Muncie,
Indiana
 
 We have
audited MutualFirst
Financial, Inc.’s internal control over financial reporting as of December 31,
2008, based on criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).  The Company’s management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control Over
Financial Reporting.  Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our
audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects.  Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material
weakness exists and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk.  Our
audit also included performing such other procedures as we considered necessary
in the circumstances.  We believe 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 assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles generally accepted in the United
States of America.  Because management’s assessment and our audit were
conduced to meet the reporting requirements of Section 112 of the Federal
Deposit Insurance Corporation Improvement Act (FDICIA), our examination of MutualFirst Financial, Inc.’s
internal control over financial 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
the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance accounting
principles generally accepted in the United States of America, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention, or timely detection and correction of
unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on financial statements.
 
 
  Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate.
  In our
opinion, MutualFirst
Financial, Inc. has maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2008, based on criteria
established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
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 dated March 23, 2009 expressed an unqualified opinion
thereon.
  /s/ BKD,
LLP
  BKD,
LLP
  Indianapolis,
Indiana
 March 23,
2009









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.




MutualFirst Financial,
      Inc.Date:  May
      15, 2009
                  By:
                  /s/ David
      W. HeeterDavid
      W. Heeter, President and Chief Executive Officer(Duly Authorized
      Representative)





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:  May
      15, 2009
                  
                  
                  Date:  May
      15, 2009
  /s/
      Patrick C. Botts
                      
                      
                      /s/
      Edward J. DobrowPatrick
      C. Botts, Director
                      
                      
                      Edward
      J. Dobrow, DirectorDate:  May
      15, 2009
                      
                      
                      Date:  May
      15, 2009
  /s/
      Linn A. Crull
                        
                        
                        /s/
      James D. RosemaLinn
      A. Crull, Director
                        
                        
                        James
      D. Rosema, DirectorDate:  May
      15, 2009
                        
                        
                        Date:  May
      15, 2009
  /s/
      William V. Hughes
                          
                          
                          /s/
      Jerry D. McVickerWilliam
      V. Hughes, Director
                          
                          
                          Jerry
      D. McVicker, DirectorDate:  May
      15, 2009
                          
                          
                          Date:  May
      15, 2009
  /s/
      Jon R. Marler
                            
                            
                            /s/
      Jonathan E. KintnerJon
      R. Marler, Director
                            
                            
                            Jonathan
      E. Kintner, O.D., DirectorDate:  May
      15, 2009
                            
                            
                            Date:  May
      15, 2009
  /s/
      Edward C. Levy
                              
                              
                              /s/
      Michael J. MarienEdward
      C. Levy,
      Director
                              
                              
                              Michael
      J. Marien,
      DirectorDate:  May
      15, 2009
                              
                              
                              Date:  May
      15, 2009
  /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:  May
      15, 2009
                                  
                                  
                                  Date:  May
      15, 2009


INDEX
TO EXHIBITS




23
            Consent
      of Accountants31.1
            Rule
      13(a)-14(a) Certification (Chief Executive Officer)31.2
            Rule
      13(a)-14(a) Certification (Chief Financial Officer)32
            Section
      1350 Certification