As Filed With the Securities and Exchange Commission on February 19, 2004

                                                     Registration No. 333-86214
--------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                         Post-Effective Amendment No. 2
                                       to
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             ----------------------

                                 HORIZON BANCORP
             (Exact name of registrant as specified in its charter)

                INDIANA                              35-1562417
    (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)              Identification No.)

                               515 Franklin Square
                          Michigan City, Indiana 46360
                                 (219) 873-2640
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                                 Craig M. Dwight
                                 Horizon Bancorp
                               515 Franklin Square
                          Michigan City, Indiana 46360
                                 (219) 873-2640
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------

                                   Copies To:
                               Curt W. Hidde, Esq.
                              11 S. Meridian Street
                           Indianapolis, Indiana 46204
                                 (317) 236-1313

                             ----------------------

 Approximate date of commencement of proposed sale to the public: From time to
         time after the effective date of this Registration Statement.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [X]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering: [ ]

If this form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering: [ ]

If delivery of the  Prospectus is expected to be made pursuant to Rule 434 under
the Securities Act, please check the following box: [ ]


PROSPECTUS

                             [HORIZON BANCORP LOGO]


                         300,000 SHARES OF COMMON STOCK

                  DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

     This Prospectus relates to 300,000 shares of common stock, no par value, of
Horizon Bancorp  registered for sale under our Dividend  Reinvestment  and Stock
Purchase Plan which provides holders of record of our common stock with a simple
and convenient  way to purchase  additional  shares without any brokerage  fees,
service charges or other fees.

     If you participate in the Plan, you may:

     *    automatically reinvest cash dividends on some or all of your shares of
          common stock;

     *    purchase  additional  common stock by making optional cash payments of
          between $25 and $5,000 per month; and

     *    provide  for  safekeeping,  free of  charge,  for  some or all of your
          Horizon stock certificates through the Plan's free custodial service.

     We may, at our discretion,  direct that purchases of shares of common stock
for  the  Plan  be made  from  newly  issued  shares  from us or in open  market
transactions.

     Each participant in the Plan should recognize that neither we nor Registrar
and  Transfer  Company  can provide any  assurance  that shares of common  stock
purchased  under the Plan  will,  at any time,  be worth more or less than their
purchase price.

     The Plan does not  represent a change in our  dividend  policy,  which will
continue to depend upon earnings,  financial requirements and other factors, and
which  will  be  determined  by our  Board  of  Directors  from  time  to  time.
Shareholders who do not wish to participate in the Plan will continue to receive
cash dividends as declared. It is suggested that this Prospectus be retained for
future reference.

     Our  principal  executive  offices  are  located  at 515  Franklin  Square,
Michigan  City,  Indiana  46360,  and our  phone  number  is (219)  873-2640  or
toll-free at (888)  873-2640.  Our common stock is traded on the Nasdaq SmallCap
Market  under the trading  symbol of "HBNC." We may also be reached on the World
Wide Web at www.accesshorizon.com.

                            ------------------------

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY STATE WHERE IT WOULD BE ILLEGAL TO DO SO.

THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY
BANK OR NONBANK  SUBSIDIARY OF HORIZON BANCORP,  AND THEY ARE NOT INSURED BY THE
FEDERAL  DEPOSIT  INSURANCE   CORPORATION  OR  ANY  OTHER  GOVERNMENTAL  AGENCY.

                          ---------------------------

                The date of this Prospectus is February 19, 2004


                             [HORIZON BANCORP LOGO]


                                TABLE OF CONTENTS



Where You Can Find More Information about Horizon Bancorp..................   3
The Company................................................................   4
Terms of the Dividend Reinvestment and Stock Purchase Plan.................   4
     Purpose and Advantages of the Plan....................................   4
     Administration of the Plan............................................   5
     Shareholder Participation.............................................   5
     Stock Purchases with Reinvested Cash Dividends........................   6
     Stock Purchases with Optional Cash Payments...........................   7
     How is the Purchase Price of Shares Determined........................   8
     Costs of the Plan.....................................................   8
     Reports to Participants...............................................   9
     Certificates for Shares and Safekeeping...............................   9
     Discontinuing Participation In the Plan...............................  10
     Sales of Shares Through the Plan......................................  10
     Dividends.............................................................  10
     Federal Income Tax Consequences to Participants.......................  11
     Other Information.....................................................  11
Use of Proceeds............................................................  12
Description of Capital Stock...............................................  12
Forward Looking Statements.................................................  14
Legal Matters..............................................................  14
Experts....................................................................  14
Indemnification............................................................  15


                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports and other  information  with
the SEC.  Our SEC filings are  available  to the public over the Internet at the
SEC's web site at http://www.sec.gov. You may also read and copy any document we
file at the SEC's public reference rooms in Washington, D.C., New York, New York
and  Chicago,  Illinois.  Please  call  the SEC at  1-800-SEC-0330  for  further
information on the public reference rooms.

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  Prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents  listed below and any future  filings made by us with
the SEC under Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act
of 1934 until we sell all of the shares of common stock that we have registered.

     *    The Annual Report on Form 10-K for the year ended December 31, 2002.
     *    The  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
          2003.
     *    The Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.
     *    The Quarterly  Report on Form 10-Q for the quarter ended September 30,
          2003.
     *    The Current Report on Form 8-K dated April 18, 2003.
     *    The Current Report on Form 8-K dated July 23, 2003.
     *    The Current Report on Form 8-K dated October 24, 2003.

     You may request a copy of these filings,  excluding any filed exhibits,  at
no cost by writing  or  telephoning  us at the  following  address or  telephone
number:

         Horizon Bancorp
         Shareholder Relations
         515 Franklin Square
         Michigan City, Indiana 46360
         (219) 873-2640

You  should  only  rely  on the  information  contained  in or  incorporated  by
reference in this Prospectus.  We have not authorized anyone to provide you with
different  information.  We are not making an offer of these  securities  in any
state  where  the  offer  is not  permitted.  You  should  not  assume  that the
information  contained in or  incorporated  by reference in this  Prospectus  is
accurate  as of any  date  other  than  the  date  on the  front  cover  of this
Prospectus or the date of the document incorporated by reference.


                                   The Company

     Horizon  Bancorp ("We" or the "Company") is a locally  owned,  independent,
bank  holding  company for our  principal  subsidiary,  Horizon  Bank,  N.A.,  a
nationally  chartered  commercial  bank  serving  the  Northwestern  Indiana and
Southwestern  Michigan area. We are incorporated  under the laws of the State of
Indiana. We offer banking, insurance, investment and trust services from offices
located in Michigan City, LaPorte, Wanatah, Chesterton,  Portage, Valparaiso and
Merrillville,  Indiana,  St.  Joseph,  Michigan,  and provide  mortgage  banking
services throughout the Midwest.  Our principal executive offices are located at
515 Franklin  Square,  Michigan City,  Indiana 46360.  We may also be reached at
(219) 873-2640 or toll-free at (888) 873-2640


                                    THE PLAN

     The  following  are the  provisions  of the Plan in a  question  and answer
format.  If you have other questions  about the Plan,  please direct all of your
questions to our  transfer  agent who is  administering  the Plan on our behalf:
Registrar & Transfer Company,  Dividend  Reinvestment  Plans, 10 Commerce Drive,
Cranford,  New  Jersey  07016.  Please  mention  Horizon  Bancorp  in  all  your
correspondence.  If you prefer,  you may call  Registrar  & Transfer  Company at
1-800-368-5948 or visit their website at www.rtco.com.


PURPOSE AND ADVANTAGES OF THE PLAN

     The  purpose of the Plan is to provide  holders of our common  stock with a
simple and convenient  method of reinvesting  their cash dividends and/or making
optional cash purchases of additional shares of common stock without the payment
of any brokerage fees, service charges or other fees.

     The Plan offers eligible holders an opportunity to invest  conveniently for
long-term  growth.  The Plan is not intended to provide  holders of common stock
with a  mechanism  for  generating  assured  short-term  profits  through  rapid
turnover  of shares.  We  accordingly  reserve  the right to modify,  suspend or
terminate  participation  by a  shareholder  who is using the Plan for  purposes
inconsistent with the intended purpose of the Plan.

1.   What are the advantages of the Plan?

     If you participate in the Plan, you may:

     *    automatically reinvest cash dividends on 25% or more of your shares;

     *    purchase  additional  shares of common stock by making  optional  cash
          payments between $25 and $5,000 per month;

     *    avoid brokerage fees, service charges or other fees in connection with
          purchases of common stock under the Plan; and

     *    provide  for  safekeeping,  free of  charge,  for  some or all of your
          certificates of common stock,  including  shares not  participating in
          the Plan, through the Plan's free custodial service.


ADMINISTRATION OF THE PLAN

2.   Who administers the Plan?

     Registrar & Transfer Company (the "Agent"), our transfer agent, administers
the Plan,  keeps records,  sends  statements of account  activity,  and performs
other duties  relating to the Plan. By agreeing to  participate in the Plan, you
are appointing Registrar and Transfer Company as your agent for the Plan. Shares
purchased under the Plan and held by the Agent will be registered in the Agent's
name or the name of its  nominee,  as your  agent.  In the event  that the Agent
should resign or otherwise cease to act as agent, we will appoint a new agent to
administer the Plan. The Agent also acts as dividend disbursing agent,  transfer
agent and registrar for our common stock.


SHAREHOLDER PARTICIPATION

3.   Who is Eligible to Participate in the Plan?

     All holders of record of at least 10 whole  shares of our common  stock are
eligible to  participate  in the Plan.  If you are a beneficial  owner of shares
that are registered in someone else's name (such as in a broker's  "street name"
or in the name of a bank nominee), you must first become a shareholder of record
by having your shares  transferred  into your own name or you must  arrange with
the record holder to participate in the Plan on your behalf.



4.   How do I enroll in the Plan?

     If you  hold  your  shares  in your  own  name,  you may  join  the Plan by
completing  and  signing  the   Authorization   Card,  which   accompanies  this
Prospectus,  and returning it to the Agent. You may obtain an Authorization Card
at any time by  written  request  to the Agent,  Registrar  & Transfer  Company,
Dividend  Reinvestment  Plans,  10 Commerce  Drive,  Cranford,  New Jersey 07016
(telephone number 800-368-5948).

     A beneficial  owner whose shares are  registered in the name of a broker or
bank  nominee  must  make  arrangements  to have  the  broker  or  bank  nominee
participate on his or her behalf or have the shares  transferred into his or her
name and then complete the Authorization Card for those shares.

5.   Is partial participation possible under the Plan?

     Yes.  If you  desire  that the  dividends  on only  some of your  shares be
reinvested  under the Plan,  you may indicate  such number of shares on the Plan
Authorization Card. However,  you must elect to have dividends  reinvested on at
least  25% of your  shares  held in the  Plan,  unless  we  agree,  in our  sole
discretion,  to allow you to  participate  with respect to less than 25% of your
shares in the Plan.  Dividends  will  thereafter  be reinvested on the number of
shares you  specify,  and you will  continue to receive  cash  dividends  on the
remainder of your shares.

6.   What does the Plan Authorization Card provide?

     *    If you elect "Full Dividend Reinvestment," the Plan Authorization Card
          directs the Agent to apply toward the purchase of additional shares of
          common  stock  all  your  cash  dividends  on all the  shares  then or
          subsequently  registered in your name, together with any optional cash
          payments.

     *    If you elect "Partial Dividend  Reinvestment,"  the Plan Authorization
          Card directs the Agent to apply all your cash  dividends on the number
          of shares you specify on the Plan  Authorization  Card,  together with
          any optional cash payments,  toward the purchase of additional  shares
          of common stock.

     *    If you elect  "Optional Cash  Payments," the Plan  Authorization  Card
          directs the Agent to apply any optional cash payment  received with or
          pursuant  to the Plan  Authorization  Card  towards  the  purchase  of
          additional  shares,  and the Agent will  include  those shares in your
          Plan account for full dividend reinvestment.

     Also, by signing the Plan Authorization  Card, you further direct the Agent
to:

     *    Reinvest  automatically any subsequent dividends on shares accumulated
          and held in your Plan  account.  The Plan  operates  so as to reinvest
          dividends  on a cumulative  basis until you withdraw  from the Plan or
          until the Plan is terminated.

     *    Automatically  deposit  into your Plan  account any  subsequent  stock
          dividends   and/or   stock  splits  on  all  shares  of  common  stock
          participating or held in the Plan.


STOCK PURCHASES WITH REINVESTED CASH DIVIDENDS

7.   When will dividends be reinvested?

     When shares of common stock are purchased from us through the  reinvestment
of dividends,  such  purchases will be made on the 28th day of each of month (if
that is a business day) and, if not a business  day, on the  preceding  business
day (the "Investment Date"). However, we may, in our discretion,  defer the sale
of  shares  to the  Agent  to a  later  date if  necessary  or  advisable  under
applicable securities laws. Except in the case of such deferral,  the Investment
Date will coincide with the expected  Investment Date in those quarters in which
a dividend is payable.  In the event of any such deferral,  the Investment  Date
will be the first date that sales may be made under applicable securities laws.

     If shares are  purchased in open market  transactions,  the Agent will make
every effort to make the purchases  promptly,  beginning on the Investment  Date
and completing such purchases no later than 30 days from such date,  except when
completion at a later date is necessary or advisable under applicable securities
laws  or  due  to  market  conditions.   Such  purchases  may  be  made  in  the
over-the-counter market or in negotiated transactions and may be subject to such
terms with respect to price, delivery and other terms as agreed to by the Agent.
Neither we nor any participant  shall have any  authorization or power to direct
the time or price at which shares may be so  purchased,  or the selection of the
broker or dealer through or from whom purchases are to be made.

     If the Authorization Card is received at least 3 business days prior to the
record date for the payment of a dividend,  your election to reinvest  dividends
will begin on the Investment  Date following the next dividend  payment date. If
the  Authorization  Card is received after that time,  reinvestment of dividends
will begin on the  Investment  Date following the second  dividend  payment date
after your election.


STOCK PURCHASES WITH OPTIONAL CASH PAYMENTS

8.   How are optional cash purchases made?

     The option to make cash  purchases is available to  shareholders  of record
when they initially join the Plan and at any time thereafter.  Beneficial owners
who are not record  holders  must make  arrangements  with the  record  owner to
participate in the Plan on their behalf or have their  certificates  transferred
into their own name.  Each  optional  purchase must be for at least $25 and must
not exceed $5,000 during any 30-day period.

     For purposes of determining the $5,000 limitation, all Plan accounts deemed
by us to be under common control or management  will be  aggregated.  We reserve
the right to return to  participants  amounts  that exceed the  maximum  monthly
amount. Participants may be permitted to invest amounts in excess of the maximum
monthly amount with our prior approval and in our sole discretion.

     You may make an optional cash purchase:

     *    At the time you join  the  Plan by  enclosing  a check or money  order
          payable in United States dollars to "Registrar  and Transfer  Company"
          with the Authorization Card;

     *    At any time after you join the Plan through the use of the  detachable
          stub, which will be attached to each statement of account you receive;
          or

     *    If you have a checking or savings  account with a qualified  financial
          institution,  by using funds automatically withdrawn from your account
          via the Automated Clearing House system.

     Checking  and  Savings  Account   Deductions.   In  order  to  have  monies
automatically withdrawn from your checking or savings account to purchase stock,
you must fill out the necessary  information on the Plan  Authorization Card and
enclose  a blank  deposit  slip for a  savings  account  or  voided  check for a
checking  account.  We will  make  withdrawals  from  your  account  on the last
business day  preceding the  Investment  Date each month until you indicate that
you wish for withdrawals to cease. Your election to discontinue withdrawals must
be received at least 15 days before an Investment Date.

     If the Plan  Authorization  Card and your  deposit slip or voided check are
received at least 14 days prior to an  Investment  Date,  your  election to make
optional cash  purchases will begin on the next  Investment  Date. If either the
Plan  Authorization Card or deposit slip or voided check are received after that
time,  your election to debit your checking or savings account for optional cash
purchases will begin on the following Investment Date.

9.   When will optional cash payments received by the agent be invested?

     Except for purchases made with funds automatically deducted from a checking
or savings account,  funds actually  received for optional  purchases at least 3
business days prior to an Investment Date will be used to purchase shares on the
next  Investment  Date.  Any  funds  received  after  that  time will be used to
purchase shares on the following Investment Date. Optional cash payments made by
check or other  draft  will not be  applied  to the  purchase  of  shares  on an
Investment  Date  unless  the  monies  subject  to such check or draft have been
collected prior to such Investment Date. Under no circumstances will interest be
paid on optional cash payments.

     Optional cash  payments  received by the Agent will be returned to you upon
your  written  request if such request is received by the Agent not later than 2
business days prior to an Investment Date.


HOW IS THE PURCHASE PRICE OF SHARES DETERMINED

10.  How will the purchase price of shares be determined?

     The purchase price of shares of common stock  purchased under the Plan will
be the "Current  Market  Price." If the Agent  purchases  shares of common stock
directly  from us, the "Current  Market  Price" shall be the average of the mean
between  the daily high and low sales  prices of the shares as  reported  on the
Nasdaq  SmallCap  Market  for the 10  trading  days  immediately  preceding  the
Investment Date on which trading of our stock actually occurred.

     If the Agent  purchases  shares in open market  transactions,  the "Current
Market  Price"  shall be the  weighted  average of the actual price paid for all
shares of common stock purchased by the Agent.


11.  How many shares will be purchased for participants?

     The number of shares to be purchased for your account depends on the amount
of your  dividend  and/or  optional  cash payment and the purchase  price of the
shares.  Your  account  will be credited  with that number of shares,  including
fractional  shares  computed  to four  decimal  places,  equal to the amount you
invest  divided by the purchase price per share.  You will receive  dividends on
fractional shares held in our Plan account.


COSTS OF THE PLAN

12.  Are there any  out-of-pocket  costs to  participants  to participate in the
     Plan?

     All costs of  administration  of the Plan and all trading  fees,  brokerage
fees and commissions  payable in connection with the purchase of shares are paid
by us.  However,  in the event you elect to have the Agent sell  shares  held in
your  account,  you will have to pay a fee in  connection  with the  sale.  (See
Question  18.) There are no  expenses  for  participants  in  connection  with a
withdrawal  from the Plan  unless you  request  that your  shares be sold by the
Agent  upon your  withdrawal  from the Plan in which  case you will be charged a
fee. (See Question 18).


REPORTS TO PARTICIPANTS

13.  What kind of reports will be sent to me as a participant in the Plan?

     As soon as  practicable  after each  purchase  of shares  for your  account
(whether through dividend  reinvestment or optional cash purchase),  a statement
will be mailed to you advising  you of the total number of whole and  fractional
shares in your account as of a certain  date,  as well as the amount of the most
recent dividend, the number of shares purchased,  and the price per share. These
statements are your  continuing  record of the cost of your purchases and should
be retained for income tax  purposes.  In addition,  you will receive  copies of
other  communications  sent to holders of shares of common stock,  including our
annual report to shareholders,  the notice of annual meeting and proxy statement
in  connection  with our annual  meeting of  shareholders  and Internal  Revenue
Service information for reporting dividends paid.


CERTIFICATES FOR SHARES AND SAFEKEEPING

14.  Will certificates be issued to me for shares purchased under the Plan?

     Shares of common stock  purchased for your account will be held in the name
of  the  Agent  or its  nominee  for  your  account.  Unless  you  request  that
certificates  be issued to you,  no  certificates  will be  issued.  At any time
during your participation in the Plan, or if you withdraw from the Plan, you may
request the Agent to send you a certificate  for some or all of the whole shares
in your account.  This request  should be mailed to the Agent at the address set
forth in the answer to Question 4. Any remaining whole shares and any fractional
shares will remain credited to your account.  Certificates for fractional shares
will not be issued under any circumstances.

15.  In whose name will certificates be registered when issued to me?

     Your  account  under  the Plan will be  maintained  in the name or names in
which your  certificates  were  registered at the time you entered the Plan, and
certificates for whole shares will be registered in those names when issued.

16.  May I send my certificates to the agent for safekeeping?

     As an  additional  service to Plan  participants,  you may deposit with the
Agent, free of charge, any or all certificates representing shares of our common
stock held by you. Certificates you send to us will be cancelled,  and the Agent
will hold your shares in your account in uncertificated form. If you wish to use
this  service,  you  should  elect the  "safekeeping  authorization"  box on the
Authorization  Card, and return it to the Agent together with the certificate or
certificates.  Delivery of stock certificates is at the risk of the shareholder,
and we recommend that you send the certificates by insured, registered mail with
return  receipt  requested if you deliver them by mail.  Your account  statement
will indicate the number of shares delivered to the Agent for  safekeeping.  You
may withdraw some or all of your shares from  safekeeping at any time.  When you
request  withdrawal,  you will be issued a new stock  certificate for the shares
being withdrawn from the Plan.



DISCONTINUING PARTICIPATION IN THE PLAN

17.  How and when may I withdraw from the Plan?

     You may  withdraw  from  the  Plan at any time by  notifying  the  Agent in
writing  that you wish to  withdraw.  If your request to withdraw is received at
least 3  business  days  prior  to an  Investment  Date,  your  request  will be
processed on the day following receipt of the request by the Agent.

     If your  request to  withdraw  is received by the Agent after that time but
before the  Investment  Date, the Agent,  in its sole  discretion may either pay
such dividend in cash or reinvest it in shares for your account. The request for
withdrawal  will then be  processed  as  promptly  as  possible  following  such
Investment  Date.  Upon  your  withdrawal  from the  Plan,  you will be issued a
certificate  for all of the  whole  shares  held in your Plan  account  and will
receive a check for any fractional shares.

     Any optional  cash  payments that you may have sent to the Agent prior to a
request for withdrawal  will also be invested on the next Investment Date unless
you expressly  request return of that payment in your request for withdrawal and
your request for  withdrawal  is received by the Agent at least 2 business  days
prior to the Investment Date.

     Please Note: Longer  cancellation times are required if you are electing to
terminate  continuous  optional cash  purchases via checking or savings  account
deductions. (See Question 8.)


SALES OF SHARES THROUGH THE PLAN

18.  Can I sell my common stock held by the Plan?

     You may request in writing that all or part of the shares  credited to your
account  be sold at any  time or upon  your  withdrawal  from the  Plan.  If you
request  such a sale,  the Agent will make the sale for your  account as soon as
practicable. You will receive the proceeds from the sale, less any trading fees,
commissions  and  administrative  expenses  (estimated to be $15 per transaction
plus applicable brokerage fees).

     If you want to sell your shares outside of the Plan, you need to follow the
withdrawal  procedures  outlined in Question 17 to obtain a certificate  for the
shares you want to sell, and then you must make  arrangements to sell the shares
on your own.


DIVIDENDS

19.  What  happens  if the  Company  declares  a  dividend  payable in shares or
     declares a stock split or institutes a rights offering?

     Any shares  issued by us in a stock  dividend or a stock split with respect
to shares  held in your Plan  account  will be added to your Plan  account.  Any
shares issued by us in a stock  dividend or a stock split that are  attributable
to  shares  registered  in your own name and not in your  Plan  account  will be
delivered  to you  outside  of the  Plan.  In the  event  we make  available  to
shareholders  the right to  purchase  additional  shares of our common  stock or
other  securities,  you will  receive a  subscription  warrant  for such  rights
directly from the Agent.

     The total  number of shares of common  stock to be offered  under this Plan
will also be adjusted  proportionately  to take into  account any stock  splits,
stock dividends or similar transactions.


FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS

20.  What are the federal income tax consequences of participation in the Plan?

     For federal income tax purposes, participants in the Plan who elect to have
their cash dividends  reinvested in our common stock will be treated the same as
shareholders  who do not  participate  in the Plan.  As a result,  all dividends
payable  to you,  whether or not they are  reinvested,  are  considered  taxable
income  to you in the year  they are  received.  Additionally,  you also will be
deemed to have  received  any  amounts  we pay on your  behalf  with  respect to
administrative  fees,  brokerage  fees and  other  charges  in  connection  with
purchases of shares under the Plan. As a result,  each  participant  in the Plan
will have a "tax  basis" in the shares  purchased  pursuant to the Plan equal to
the amount of the cash dividends applied towards the purchase plus any fees paid
by us on your  behalf.  You will use the tax basis of your  shares to  determine
your taxable gain or loss when you sell your shares.

     The  total  amount  of  dividends  and fees we pay on your  behalf  will be
reported to you and the Internal Revenue Service shortly after the close of each
year.

     The foregoing  discussion is only a brief summary of certain federal income
tax provisions  applicable to participation in the Plan based on current law and
is for general information only. It is not a complete enumeration or analysis of
all the tax  consequences of  participating in the Plan and may not describe the
tax   consequences   to  a  particular   participant   in  light  of  individual
circumstances  and does not take into  account any state tax laws.  Accordingly,
participants  are urged to consult their own tax advisors for advice relating to
the federal,  state,  local and foreign tax consequences of participation in the
Plan.


OTHER INFORMATION

21.  How will my shares held in the Plan be voted?

     Shares  of  common  stock  held by the  Agent  for you will be voted as you
direct.  A proxy  card  will be sent to you in  connection  with any  annual  or
special meeting of shareholders. This proxy card will cover all shares of common
stock registered in your own name as well as all full and fractional shares held
by the Agent for your  account  or held by the Agent for  safekeeping  under the
Plan.

22.  What are the responsibilities of the Company and the agent under the Plan?

     We and the Agent will not be liable in  administering  the Plan for any act
done in good faith or as required by applicable  securities laws or for any good
faith  omission to act  including,  without  limitation,  any claim or liability
arising  out of failure to  terminate  your  account  upon your  death,  or with
respect to the prices at which  shares are  purchased  for your  account and the
times when such  purchases  are made or with respect to any  fluctuation  in the
market  value  after the  purchase  or sale of shares.  Neither we nor the Agent
shall  have any  duties,  responsibilities  or  liabilities  except  such as are
expressly set forth in this Plan.

23.  May the plan be changed or discontinued?

     Yes.  We may  suspend,  terminate,  modify  or amend  the Plan at any time.
Notice  will be sent to you of any such  suspension  or  termination,  or of any
modification  or  amendment  that  alters its terms and  conditions,  as soon as
possible  after such  action by us. We may waive  requirements  of the Plan,  in
whole or in part, in our sole discretion.


                                USE OF PROCEEDS

     We do not know the number of shares that will ultimately be purchased under
the Plan or the prices at which such  shares  will be  purchased.  To the extent
shares are  purchased  directly from us, we intend to use the proceeds from such
purchases for general corporate purposes.

                          DESCRIPTION OF CAPITAL STOCK

         Our authorized capital stock consists of 22,500,000 shares of common
stock, no par value, and 1,000,000 shares of preferred stock. As of January 31,
2004, there were 2,987,514 shares of common stock issued and outstanding and no
shares of preferred stock issued and outstanding. There are no other shares of
capital stock authorized, issued or outstanding. We have no options, warrants,
or other rights authorized, issued or outstanding, other than options granted
under our stock option plans.


COMMON STOCK

     The holders of our common  stock  share  ratably in  dividends  when and if
declared by our board of directors from legally available funds. Our declaration
and payment of cash  dividends  depends upon dividend  payments by Horizon Bank,
which are our  primary  source of revenue and cash flow.  We are a legal  entity
separate  and  distinct  from our  subsidiaries.  Accordingly,  our  right,  and
consequently the right of our creditors and shareholders,  to participate in any
distribution of the assets or earnings of any subsidiary is necessarily  subject
to the prior claims of creditors  of the  subsidiary,  except to the extent that
our claims in our capacity as a creditor may be recognized.

     The holders of our common stock possess  exclusive voting rights on matters
upon which  shareholders  have the right to vote.  Each  holder of shares of our
common  stock  has one  vote for  each  share  held on all  matters  upon  which
shareholders  have the right to vote. Our shareholders  cannot cumulate votes in
the election of directors or otherwise.  However,  we have a staggered  Board of
Directors whereby approximately only one-third of our directors are elected each
year, and directors serve three year terms.

     The holders of our common  stock have no  preemptive  rights to acquire any
additional  shares of our common  stock.  In  addition,  our common stock is not
subject to redemption.


     Our  board of  directors  has the right to issue  authorized  shares of our
common  stock  without  shareholder  approval.  Our common stock is included for
quotation  on  the  Nasdaq  SmallCap  Market.  As a  result,  to  maintain  such
inclusion, majority approval of our shareholders is required for the issuance of
additional shares of our common stock (or securities convertible into our common
stock) if the issuance of such securities:

     *    relates to the acquisition of another company and the securities to be
          issued will have 20% or more of the voting  power  outstanding  before
          the  issuance or the number of shares of common  stock to be issued is
          or will be 20% or  more  of the  number  of  shares  of  common  stock
          outstanding before the issuance;

     *    relates to  acquisition  of a company in which a director,  officer or
          substantial  shareholder  of  our  common  stock  has a 5% or  greater
          interest  and  the  issuance  of the  securities  could  result  in an
          increase in outstanding common stock or voting power of 5% or more;

     *    relates to a  transaction,  other than a public  offering,  at a price
          less  than the  greater  of book or market  value in which the  shares
          issued will equal 20% or more of the shares of our common stock or 20%
          or more of the voting power outstanding before issuance; or

     *    would result in a change in control of us.

     Under the Nasdaq  SmallCap Market rules,  shareholders  must also approve a
stock  option  or  stock  purchase  plan  which  includes  officers,  directors,
employees or consultants as participants.

     In the  event  of  our  liquidation,  dissolution  or  winding-up,  whether
voluntary or involuntary,  holders of our common stock will share ratably in any
of our assets or funds that are  available  for  distribution  to holders of our
common  stock  after the  satisfaction  of our  liabilities  (or after  adequate
provision is made therefor).

     Effective as of November 9, 2004, the Company's  Articles of  Incorporation
will alter certain provisions of the Business Combination Statute of the Indiana
Business  Corporation  Law (the "IBCL")  which  currently  apply to the Company.
Generally,  subject to certain  exceptions,  the  Business  Combination  Statute
prohibits  a company  from  engaging  in certain  "business  combinations"  with
persons  who are 10  percent or greater  shareholders  of a company (a  "Related
Person") for five years. A "business  combination"  generally  includes mergers,
sales of asset, disproportionate issuances of stock or dividends,  liquidations,
and recapitalizations.

     Beginning  November 9, 2004, the Company's  Articles of Incorporation  will
require  the  approval of 70 percent of all  shareholders  and a majority of the
independent, disinterested shareholders for a business combination. An exception
to this will be that only two-third shareholder approval will be required if (i)
certain fair price provisions are met, (ii) a certain number of directors remain
on the Board after the business  combination,  and (iii) the Related  Person has
not  received  any other  benefits  from the Company or caused any change in the
business  or capital  structure  of the  Company.  Additionally,  the  preceding
super-majority  shareholder  approvals  will  not be  required  if the  business
combination  is  approved  by at  least  a  two-thirds  vote  of the  continuing
directors.  Since these  changes to the  Business  Combination  Statute will not
become effective until November 9, 2004, the default provisions of the IBCL will
continue to apply until that date.

     Additionally, the Control Share Acquisition Statute of the IBCL states that
any person who acquires one-fifth, one-third or one-half of the Company's voting
securities ("Control Shares") shall only be entitled to vote those securities if
voting power is conferred  upon those Control Shares by a majority of all of the
"disinterested    shareholders."   The   Control   Share   Acquisition   Statute
automatically  applies to the Company.  The Company's Bylaws further  supplement
this Statute by providing  that the Company  shall have the right to  repurchase
Control  Shares for their fair value if they are not granted full voting  rights
by the disinterested shareholders or if the acquirer does not file the acquiring
person statement required by the IBCL.

     The Business  Combination  provisions  in the  Articles  and Control  Share
Acquisition   provisions   in  the  Bylaws  could  render  more   difficult  the
accomplishment  of mergers,  other  business  combinations  and  assumptions  of
control of the Company.


PREFERRED STOCK

     In addition to common stock,  our authorized  capital consists of 1,000,000
shares of preferred stock. The Board of Directors has the exclusive authority to
create  and issue one or more  series of  preferred  stock  without  shareholder
approval and determine the  preferences,  limitations,  and relative  voting and
other rights of such preferred stock.


                           FORWARD LOOKING STATEMENTS

     From time to time, we may make  statements  in documents  that we file with
the SEC, or in press releases or other documents,  or orally in discussions with
shareholders  and others,  that relate to our future  results of  operations  or
financial condition or other matters. The federal securities laws refer to these
types of  statements  as  "forward-looking  statements."  Our actual  results or
financial  condition or experience may differ materially from those expressed or
implied by any forward-looking statement that we may make. For a list of certain
factors that may cause our actual  results or financial  condition or experience
to differ from those expressed or implied in any forward-looking  statement, see
the material under the caption "Forward- Looking  Statements" that we include in
our current and future quarterly  reports on Form 10-Q and our annual reports on
Form 10-K,  and other  documents  that are  incorporated  by  reference  in this
document.


                                  LEGAL MATTERS

     The  legality  of the shares of the common  stock  offered  hereby has been
passed  upon for  Horizon  by  Barnes &  Thornburg,  11 South  Meridian  Street,
Indianapolis, Indiana 46204.


                                     EXPERTS

     Our  consolidated  balance  sheets as of December 31, 2002 and 2001 and the
related consolidated statements of income,  stockholders' equity, and cash flows
for each of the three years in the three-year period ended December 31, 2002 are
incorporated by reference in this Prospectus from our Annual Report on Form 10-K
for the year  ended  December  31,  2002,  and have been  audited  by BKD,  LLP,
independent auditors, as set forth in their report thereon.

     The report of BKD, LLP, with respect to our audited consolidated  financial
statements as of December 31, 2002 and 2001 has been  incorporated  by reference
in this  Prospectus  from our  Annual  Report  on Form  10-K for the year  ended
December 31,  2002,  in reliance  upon the  authority of such firm as experts in
accounting and auditing.


                                 INDEMNIFICATION

     Pursuant  to  Indiana  law  and  certain  provisions  in  our  Articles  of
Incorporation, we shall indemnify each of our directors and officers against all
liability  and  reasonable  expense  that  may  be  incurred  by  him  or her in
connection  with or  resulting  from any  claim  in  which he or she may  become
involved  by  reason  of the  fact  that he or she is or was (or has  agreed  to
become) a director or officer of the Company or by reason of any action taken or
not  taken  by him or  her in any  such  capacity,  if  such  person  is  wholly
successful with respect to the claim or, if not wholly successful,  then if such
person is determined to have acted in good faith,  in what he or she  reasonably
believed to be the best interests of the Company (or at least not opposed to its
best  interests)  and,  in  addition,  with  respect  to a  criminal  claim,  is
determined to have had  reasonable  cause to believe that his or her conduct was
lawful  or had no  reasonable  cause  to  believe  that his or her  conduct  was
unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our  directors,  officers  and  controlling  persons
under the provisions discussed above or otherwise, we have been advised that, in
the  opinion  of the SEC,  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore, unenforceable.















                             [HORIZON BANCORP LOGO]


                             CORPORATE HEADQUARTERS
                             515 Franklin Square
                             Michigan City, IN 46360
                             Toll-free  888-873-2640
                             www.accesshorizon.com

                             A NASDAQ Traded Company - Symbol HBNC



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

         SEC registration fee                                     $360.64
         Printing fees                                           1,500.00
         Legal and accounting fees and expenses                 23,000.00
         Miscellaneous fees                                      1,000.00
                                                                 --------
             Total                                             $25,860.64
                                                               ==========

The foregoing are estimates, except for the SEC registration fee.

Item 15. Indemnification of Directors and Officers.

     Horizon Bancorp is an Indiana corporation. Horizon's officers and directors
(and those who have agreed to such  positions)  are  entitled to be  indemnified
under Indiana law and our Articles of Incorporation  against certain liabilities
and expenses.  Chapter 37 of The Indiana  Business  Corporation Law (the "IBCL")
requires a corporation,  unless its articles of incorporation provide otherwise,
to  indemnify  a  director  or an  officer  of the  corporation  who  is  wholly
successful,  on the  merits or  otherwise,  in the  defense  of any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative  and  whether  formal  or  informal,   against
reasonable  expenses,  including  counsel fees,  incurred in connection with the
proceeding.

     The IBCL also  permits a  corporation  to  indemnify a  director,  officer,
employee or agent who is made a party to a  proceeding  because the person was a
director,  officer,  employee  or agent  of the  corporation  against  liability
incurred in the proceeding if (i) the individual's conduct was in good faith and
(ii)  the  individual  reasonably  believed  (A) in the case of  conduct  in the
individual's official capacity with the corporation, that the conduct was in the
corporation's  best interests and (B) in all other cases,  that the individual's
conduct was at least not opposed to the  corporation's  best interests and (iii)
in the case of a criminal  proceeding,  the individual either (A) had reasonable
cause to believe the  individual's  conduct was lawful or (B) had no  reasonable
cause to believe the individual's conduct was unlawful.  The IBCL also permits a
corporation  to pay for or reimburse  reasonable  expenses  incurred  before the
final disposition of a proceeding and permits a court of competent  jurisdiction
to  order a  corporation  to  indemnify  a  director  or  officer  if the  court
determines that the person is fairly and reasonably  entitled to indemnification
in view of all the  relevant  circumstances,  whether  or not the person met the
standards for indemnification otherwise provided in the IBCL.

     Horizon's Articles of Incorporation  provide for mandatory  indemnification
of officers and directors (and those who have agreed to such  positions) if they
are wholly successful on the merits of a proceeding and satisfy the standards of
conduct specified by the IBCL set forth in the preceding paragraph. The Articles
of  Incorporation  also  provide  that any director or officer of Horizon or any
person  who is serving  at the  request  of Horizon as a director  or officer of
another  entity shall be  indemnified  and held  harmless by Horizon to the same
extent as Horizon's  directors and officers.  In any  proceeding,  an officer or
director is entitled to be  indemnified  against all  liabilities  and  expenses
related to the proceeding including attorneys' fees, judgments, fines, penalties
and  amounts  paid  or  to  be  paid  in  settlement.   Horizon's   Articles  of
Incorporation  also  provide  such  persons  with  certain  rights to be paid or
reimbursed for expenses  incurred in defending any such proceeding in advance of
the final  disposition.  The Articles of Incorporation also provide that Horizon
has the discretion to indemnify  employees and agents to the same extent, and on
the same basis, as it is required to indemnify its officers and directors.

     The Articles of Incorporation  also authorize Horizon to maintain insurance
to  protect  itself  and any  director,  officer,  employee  or agent of Horizon
against expense,  liability or loss, whether or not Horizon would have the power
to indemnify such person against such expense,  liability or loss under the IBCL
or pursuant to its Articles of Incorporation.  Horizon currently  maintains such
insurance.

Item 16. Exhibits.

     The  Exhibit  Index  beginning  on  page  E-1  is  hereby  incorporated  by
reference.

Item 17. Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  Registration  Statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  Registration  Statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information  in  the  Registration  Statement;   provided,   however,  that  the
undertakings in clauses (i) and (ii) shall not apply if the information required
to be included in a  post-effective  amendment by those  clauses is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the  Securities  Exchange Act of 1934 that are  incorporated  by reference in
this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on  Form  S-3  and  that  it  has  duly  caused  this
Post-Effective  Amendment  No. 2 to  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Michigan
City, State of Indiana, on February 17, 2004.

                                 HORIZON BANCORP


                                 By: /s/ Craig M. Dwight
                                     ----------------------------------------
                                     Craig M. Dwight,
                                     President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

     February 17, 2004    /s/ Robert C. Dabagia
                          ------------------------------------------------------
                          Robert C. Dabagia, Chairman of the Board and Director

     February 17, 2004    /s/ Craig M. Dwight
                          ------------------------------------------------------
                          Craig M. Dwight, President, Chief Executive Officer
                          and Director

     February 17, 2004    /s/ James H. Foglesong
                          ------------------------------------------------------
                         James H. Foglesong, Chief Financial Officer (and
                          Principal Accounting Officer)

     February 17, 2004    /s/ Susan D. Aaron
                          ------------------------------------------------------
                          Susan D. Aaron, Director

     February 17, 2004    /s/ Charley E. Gillispie
                          ------------------------------------------------------
                         Charley E. Gillispie, Director

     February 17, 2004    /s/ Robert E. McBride
                          ------------------------------------------------------
                          Robert E. McBride, M.D., Director

     February 17, 2004    /s/ Larry N. Middleton, Jr.
                          ------------------------------------------------------
                          Larry N. Middleton, Jr., Director

     February 17, 2004    /s/ Peter L. Pairitz
                          ------------------------------------------------------
                          Peter L. Pairitz, Director

     February 17, 2004    /s/ Bruce E. Rampage
                          ------------------------------------------------------
                          Bruce E. Rampage, Director

     February 17, 2004    /s/ Robert E. Swinehart
                          ------------------------------------------------------
                          Robert E. Swinehart, Director

     February 17, 2004    /s/ Sperp W. Valavanis
                          ------------------------------------------------------
                          Spero W. Valavanis, Director

     February 17, 2004    /s/ James B. Dworkin
                          ------------------------------------------------------
                          James B. Dworkin, Director



                                  EXHIBIT INDEX

Number     Description
------     -----------

5.1        Opinion and consent of Barnes & Thornburg

23.1       Consent of BKD, LLP

23.2       Consent of Barnes & Thornburg (included in Exhibit 5.1)

24.1       Powers of Attorney of Directors and Officers**

99.1       Plan Authorization Form*

--------------------
* Previously filed as an exhibit to Horizon Bancorp's  Registration Statement on
  Form S-3 filed April 15, 2002.

**Previously  included  on  signature  page of  Horizon  Bancorp's  Registration
  Statement on Form S-3 filed April 15, 2002.