8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  September 28, 2011

MUTUALFIRST FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-27905	35-2085640
(State or other jurisdiction of incorporation)	(Commission File Number	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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17   CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

On September 28, 2011, the Company repurchased from the United States Department of the Treasury (“Treasury”) for a price of $900,194, or $1.44 per warrant share, a warrant to purchase 625,135 shares of the Company’s common stock for a per share price of $7.77 per share.  The repurchase price was based on the fair market value of the warrant as agreed upon by the Company and the Treasury.  The warrant had a term expiring in December 2018.  The Company issued a press release announcing the repurchase of the warrant, which is furnished as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

Exhibit No.	Description of Exhibit
99.1	September 28, 2011 Press Release

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	MUTUALFIRST FINANCIAL, INC.
Date:  September 28, 2011	By:	/s/ Christopher D. Cook
		Christopher D. Cook
		Senior Vice President, Treasurer and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Press release
Date:	September 28, 2011
From:	MutualFirst Financial, Inc.
Publication:	Immediately
Contact:	Chris Cook, Senior Vice President, Treasurer and CFO of MutualFirst Financial, Inc. (765) 747-2945

MutualFirst Announces the Repurchase of its

Outstanding TARP Warrant from the U.S. Treasury

Muncie, Indiana - MutualFirst Financial, Inc. (NASDAQ: MFSF) (the “Company”), the holding company of MutualBank (the “Bank”), announced today that it has completed the repurchase of a warrant held by the United States Department of the Treasury.  The 10-year warrant was issued in December 2008, as part of the Company’s participation in the Treasury’s Capital Purchase Program (a part of the Troubled Asset Relief Program or TARP), and entitled the Treasury to purchase 625,135 shares of MutualFirst Financial, Inc. common stock at an exercise price of $7.77 per share.

The warrant was repurchased by the Company pursuant to a letter agreement between the Treasury and the Company for a total repurchase price of $900,194, or $1.44 per warrant share.  The repurchase price was based on the fair market value of the warrant as agreed upon by the Company and the Treasury.

MutualFirst Financial President and CEO David W. Heeter said, “The repurchase of the warrant ends our participation in Treasury’s TARP Capital Purchase Program.  Buying back the warrant at this agreed-upon price underscores our commitment to increasing long-term value for our stockholders.  The capital position of the Company continues to be strong, exceeding the “well capitalized” thresholds established by regulators.”

MutualFirst Financial, Inc. and MutualBank, an Indiana-based financial institution, has thirty-two full-service retail financial centers in Delaware, Elkhart, Grant, Kosciusko, Randolph, St. Joseph and Wabash Counties in Indiana.  MutualBank also has two Wealth Management and Trust offices located in Carmel and Crawfordsville, Indiana and a loan origination office in New Buffalo, Michigan.  MutualBank is a leading residential lender in each of the market areas it serves, and provides a full range of financial services including wealth management and trust services and Internet banking services.  The Company’s stock is traded on the NASDAQ National Market under the symbol “MFSF” and can be found on the internet at www.bankwithmutual.com.

Statements contained in this release, which are not historical facts, are forward-looking statements, as that term is defined in the Private Securities Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time.