SecProbe.io

September 5, 2013

Via E -mail
Mr. Craig M. Dwight
President and Chief Executive Officer
Horizon Bancorp
515 Franklin Square
Michigan City, IN 46360

Re: Horizon Bancorp
 Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 12, 2013
File No. 000-10792

Dear Mr. Dwight :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you d o not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  commen ts, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 15

1. Please amend to provide co mpensation information for the three most highly
compensated executive officers in addition to the PEO and PFO. See Item 402 of
Regulation S -K.  Alternatively, if you concluded that you have provided appropriate
disclosure for all individuals for whom disc losure is required under Item 402 of
Regulation S -K, please tell us the basis for that conclusion.

Craig M. Dwight
Horizon Bancorp
September 5, 2013
Page 2

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

Common Share Ownership of Management and Certain Be neficial Owners, page 37

2. Please amend to disclose the address of each person known to the registrant to be the
beneficial owner of more than five percent of your common stock.   See Item 403 of
Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact David Lin at (202) 551 -3552 or me at  (202) 551 -3464 with any questions .

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: Via E -mail
Mark E. Secor