SecProbe.io

CORRESP
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 HORIZON BANCORP, INC.
 515 Franklin Street

 Michigan City, Indiana 46360

 (219) 879-0211

 December 3, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Financial Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Robert Arzonetti, Staff Attorney

 Re:
 Horizon Bancorp, Inc. (the "Registrant")
 Registration Statement on Form S-4 (File No. 333-291029)

 Dear Mr. Arzonetti:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the "Securities Act"), the Registrant hereby requests that the effective date for the above-referenced
Registration Statement be accelerated so that it will be declared effective under the Securities Act at 9:00 a.m., Washington, D.C. time,
on December 5, 2025, or as soon thereafter as reasonably practicable.

 The Registrant authorizes Charlie
Goode of Warner Norcross + Judd LLP to orally modify or withdraw this request for acceleration.

 Please contact Charlie Goode of
Warner Norcross + Judd LLP at (616) 752-2176 or cgoode@wnj.com when this request for acceleration has been granted and with any questions
or concerns regarding this matter.

 [Remainder of the Page Intentionally Left Blank]

 Very truly yours,

 HORIZON BANCORP, INC.

 By
 /s/ Todd A. Etzler

 Todd A. Etzler
 EVP, Chief Legal and Risk Officer and Corporate Secretary

CORRESP
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 HORIZON BANCORP, INC.

 515 Franklin Street

 Michigan City, Indiana 46360

 Telephone (219) 879-0211

 October 23, 2025

 EDGAR TRANSMISSION

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Registration Statement on Form S-4

 Ladies and Gentlemen:

 Transmitted with this letter
is a Registration Statement on Form S-4 on behalf of Horizon Bancorp, Inc. (the "Issuer") in connection with the Issuer's
exchange offer as described in the registration statement. In connection with the exchange offer, the Issuer ma kes
the following representations:

 ● The
 Issuer has not entered into any arrangement or understanding with any person who will receive
 exchange securities in the exchange offer to distribute those securities following completion
 of the exchange offer. The Issuer is not aware of any person that will participate in the
 exchange offer with a view to distribute the exchange securities.

 ● The
 Issuer will disclose to each person participating in the exchange offer that if such participant
 acquires the exchange securities for the purpose of distributing them, such person:

 o cannot
 rely on the staff's interpretive position expressed in the Exxon Capital line
 of no-action letters, and

 o must
 comply with the registration and prospectus delivery requirements of the Securities Act of
 1933, as amended, in order to resell exchange securities, and be identified as an underwriter
 in the prospectus.

 ● The
 Issuer will include in the transmittal letter an acknowledgement to be executed by each person
 participating in the exchange offer that such participant does not intend to engage in a
 distribution of the exchange securities. In addition, the
 Issuer will include in the transmittal letter an acknowledgement for each person that is
 a broker-dealer exchanging securities it acquired for its own account as a result of market-making
 activities or other trading activities that such broker-dealer will satisfy any prospectus
 delivery requirements in connection with any resale of exchange securities received pursuant
 to the exchange offer.

 If the Commission has any
comments or requires any further information, please contact me by phone at (219) 873-2639 or by e-mail at tetzler@horizonbank.com.

 Very truly yours,

 / s/ Todd A. Etzler

 Todd A. Etzler

 EVP, Chief Legal and Risk Officer and
 Corporate Secretary

CORRESP
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  September 30, 2024

  Via EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Attn: John Stickel, Staff Attorney

  100 F Street, N.E.

  Washington, D.C.  20549

  Re:          Horizon Bancorp, Inc.

  Registration Statement on Form S-3 filed on September 23, 2024

  File No. 333-282292

  Dear Mr. Stickel:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Horizon Bancorp,
    Inc. (the “Registrant”) hereby respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and
    Exchange Commission (the “Commission”) to 5:00 p.m. (EDT) on Wednesday, October 2, 2024, or as soon as practicable thereafter.

  Please contact David P. Hooper, Esq. of Barnes & Thornburg LLP at (317) 231-7333 with any
    questions you may have regarding this request.  In addition, please notify Mr. Hooper by telephone when this request for acceleration has been granted.

          Sincerely,

          /s/ Todd A. Etzler

          Todd A. Etzler

          Executive Vice President, Chief Legal and Risk Officer & Corporate Secretary

          cc:

          Thomas M. Prame, Horizon
              Bancorp, Inc.

          John R. Stewart, Horizon
              Bancorp, Inc.

          Curt W. Hidde, Esq., Barnes
              & Thornburg LLP

          David P. Hooper, Esq., Barnes
              & Thornburg LLP

    515 Franklin Street • Michigan City, IN 46360 • (219) 874-0211 • toll-free 888-873-2640 • www.horizonbank.com

September 30, 2024
Todd A. Etzler
Senior Vice President, General Counsel
Horizon Bancorp, Inc.
515 Franklin Street
Michigan City, Indiana 46360
Re:Horizon Bancorp, Inc.
Registration Statement on Form S-3
Filed September 23, 2024
File No. 333-282292
Dear Todd A. Etzler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 January 13, 2021

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attn: Julia
Griffith, Staff Attorney

 100 F Street, N.E.

 Washington,
D.C. 20549

Re:
 Horizon Bancorp, Inc.

Registration Statement on Form S-3 filed on January 7, 2021

File No. 333-251940

Dear Ms. Griffith:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Horizon Bancorp, Inc. (the “Registrant”) hereby respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and
Exchange Commission (the “Commission”) to 4:00 p.m. (EST) on Friday, January 15, 2021, or as soon as practicable thereafter.

Please contact David P. Hooper, Esq. of Barnes & Thornburg LLP at
(317) 231-7333 with any questions you may have regarding this request. In addition, please notify Mr. Hooper by telephone when this request for acceleration has been granted.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Executive Vice President,

Chief Financial Officer

cc:
 Craig M. Dwight, Horizon Bancorp, Inc.

Todd M. Etzler, Horizon Bancorp, Inc.

Curt W. Hidde, Esq., Barnes & Thornburg LLP

David P. Hooper, Esq., Barnes & Thornburg LLP

515 Franklin Street • Michigan City, IN 46360 • (219) 874-0211 • toll-free 888-873-2640 • www.horizonbank.com

United States securities and exchange commission logo
January 12, 2021
Craig M. Dwight
Chief Executive Officer
Horizon Bancorp, Inc.
515 Franklin Street
Michigan City, IN 46360
Re:Horizon Bancorp, Inc.
Registration Statement on Form S-3
Filed January 7, 2021
File No. 333-251940
Dear Mr. Dwight:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Julia Griffith at 202-551-3267 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Curt Hidde

April 3, 2019
Todd A. Etzler
Senior Vice President, General Counsel
Horizon Bancorp, Inc.
515 Franklin Street
Michigan City, IN 46360
Re:Horizon Bancorp, Inc.
Registration Statement on Form S-3
Filed March 26, 2019
File No. 333-230500
Dear Mr. Etzler :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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CORRESP

 April 3, 2019

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attn: Jessica
Livingston, Staff Attorney

 100 F Street, N.E.

 Washington,
D.C. 20549

Re:
 Horizon Bancorp, Inc.

 Registration Statement on Form S-3 filed on March 26, 2019

 File No. 333-230500

Dear Ms. Livingston:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Horizon Bancorp, Inc. (the “Registrant”) hereby respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and
Exchange Commission (the “Commission”) to 4:00 p.m. (EST) on Thursday, April 4, 2019, or as soon as practicable thereafter.

Please contact David P. Hooper, Esq. of Barnes & Thornburg LLP at
(317) 231-7333 with any questions you may have regarding this request. In addition, please notify Mr. Hooper by telephone when this request for acceleration has been granted.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Executive Vice President,

Chief Financial Officer

cc:
 Craig M. Dwight

 Curt W. Hidde, Esq.

 David P. Hooper, Esq.

515 Franklin Street • Michigan City, IN 46360 • (219) 874-0211 • toll-free 888-873-2640 • www.horizonbank.com

CORRESP
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CORRESP

 January 30, 2018

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attn:
Christopher Dunham, Staff Attorney

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Horizon Bancorp

 Registration Statement on Form
S-3 filed on January 19, 2018

 File
No. 333-222624

 Dear Mr. Dunham:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Horizon Bancorp (the “Registrant”) hereby
respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) to 5:00 p.m. (EST) on Thursday, February 1, 2018, or as soon as
practicable thereafter.

 Please contact David P. Hooper, Esq. of Barnes & Thornburg LLP at
(317) 231-7333 with any questions you may have regarding this request. In addition, please notify Mr. Hooper by telephone when this request for acceleration has been granted.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Executive Vice President,

Chief Financial Officer

cc:
Craig M. Dwight

 Curt W. Hidde, Esq.

David P. Hooper, Esq.

 515
Franklin Square ● Michigan City, IN 46360 ● (219) 874-0211 ● toll-free
888-873-2640 ● www.horizonbank.com

Mail Stop 4720

January 25, 2018

Todd Etzler
Vice President, General Counsel
Horizon Bancorp
515 Franklin Street
Michigan City, IN 46360

Re: Horizon Bancorp
 Registration Statement on Form  S-3
Filed  January 19, 2018
  File No.  333-222624

Dear  Mr. Etzler :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Christopher Dunham, Staff Attorney, at (202) 551 -3783  with any
questions .

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel
Office of Financial Services

cc: David P. Hooper , Esq.

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Acceleration

 August 28, 2017

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attn: David Lin,
Staff Attorney

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Horizon Bancorp

Registration Statement on Form S-4 filed on August 16, 2017, as amended by Amendment No. 1 to Registration Statement on S-4
filed on August 28, 2017

File No. 333-220006

 Dear Mr. Lin:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Horizon Bancorp (the “Registrant”) hereby
respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) to 5:00 p.m. (EDT) on Tuesday, August 29, 2017, or as soon as
practicable thereafter.

 Please contact David P. Hooper, Esq. of Barnes & Thornburg LLP at
(317) 231-7333 with any questions you may have regarding this request. In addition, please notify Mr. Hooper by telephone when this request for acceleration has been granted.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Executive Vice President,

Chief Financial Officer

cc:

Craig M. Dwight

Curt W. Hidde, Esq.

David P. Hooper, Esq.

 515 Franklin Square
● Michigan City, IN 46360 ● (219) 874-0211 ● toll-free 888-873-2640 ● www.horizonbank.com

Mail Stop 4720

August 25, 2017

Todd Etzler
Vice President, General Counsel
Horizon Bancorp
515 Franklin Square
Michigan City, IN 46360

Re: Horizon Bancorp
  Registration Statement on S -4
Filed August 16, 2017
  File No. 333 -220006

Dear Mr. Etzler :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact David Lin , Staff Attor ney, at (202) 551 -3552 with any questions.

Sincerely,

/s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: David P. Hooper, Esq.

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Acceleration Request

 July 24, 2017

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attn: Jessica
Livingston, Staff Attorney

 100 F Street, N.E.

 Washington,
D.C. 20549

Re:
Horizon Bancorp

Registration Statement on Form S-4 filed on July 14, 2017, as amended by

Amendment No. 1 to Registration Statement on S-4 filed on July 24, 2017

File No. 333-219289

 Dear Ms. Livingston:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Horizon Bancorp (the “Registrant”) hereby
respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) to 5:00 p.m. (EDT) on Tuesday, July 25, 2017, or as soon as
practicable thereafter.

 Please contact David P. Hooper, Esq. of Barnes & Thornburg LLP at
(317) 231-7333 with any questions you may have regarding this request. In addition, please notify Mr. Hooper by telephone when this request for acceleration has been granted.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Executive Vice President,

Chief Financial Officer

cc:
Craig M. Dwight

Curt W. Hidde, Esq.

David P. Hooper, Esq.

 515 Franklin Square ● Michigan City, IN 46360 ● (219) 874-0211 ● toll-free 888-873-2640 ● www.horizonbank.com

Mail Stop 4720
July 19 , 2017

Todd Etzler
Vice President, General Counsel
Horizon Bancorp
515 Franklin Square
Michigan City, IN  46360

Re:  Horizon Bancorp
 Registration Statement on Form S -4
Filed  July 14 , 2017
File No.  333-219289

Dear M r. Etzler :

This is to advise you that we have not reviewed and will not review your registration
statement s.

Please refer to Rule s 460 and  461 regarding requests for  acceleration .  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

You may contact  Jessica Livingston , Staff Attorney,  at 202-551-3448  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Servi ces

cc:   Curt Hidde , Esq.

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CORRESP

 June 1, 2016

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attn: Eric
Envall, Staff Attorney

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
Horizon Bancorp

Registration Statement on Form S-4 filed on May 18, 2016, as amended by

Amendment No. 1 to Registration Statement on S-4 filed on June 1, 2016

File No. 333-211442

 Dear Mr. Envall:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Horizon Bancorp (the “Registrant”) hereby
respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:15 p.m. (EDT) on Friday, June 3, 2016, or as soon as
practicable thereafter.

 In connection with the foregoing request, the Registrant hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

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

 Sincerely,

/s/ Craig M. Dwight

Craig M. Dwight

Chief Executive Officer

cc:
Mark E. Secor

Curt W. Hidde, Esq.

David P. Hooper, Esq.

 515
Franklin Square ● Michigan City, IN 46360 ● (219) 873-2640 ● toll-free 888-873-2640 ● www.accesshorizon.com

Mail Stop 4720
May 23, 2016

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

Re: Horizon Bancorp
  Registration Statement on Form S-4
Filed  May 18, 2016
  File No.  333-211442

Dear Mr. Dwight :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules require.   Since the company 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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

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

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Craig M. Dwight
Horizon Bancorp
May 23, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact  Eric Envall , Staff Attorney,  at (202) 551 -3234  with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Curt W. Hidde, Barnes & Thornburg LLP

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CORRESP

 April 7, 2016

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Attn: Christopher Dunham, Staff Attorney

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Horizon Bancorp

Registration Statement on Form S-4 filed on March 16, 2016, as amended by

Amendment No. 1 to Registration Statement on S-4 filed on April 6, 2016

File No. 333-210244

 Dear Mr. Dunham:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Horizon Bancorp (the “Registrant”) hereby
respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. (EDT) on Monday, April 11, 2016, or as soon as
practicable thereafter.

 In connection with the foregoing request, the Registrant hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

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

 Sincerely,

 /s/ Mark E. Secor

 Mark E. Secor

 Chief Financial Officer

 cc:

 Craig M. Dwight

 Curt W. Hidde, Esq.

 David P. Hooper, Esq.

 515 Franklin Square ● Michigan City, IN 46360 ● (219) 873-2640 ● toll-free 888-873-2640
● www.accesshorizon.com

CORRESP
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CORRESP

 April 6, 2016

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attn:
Christopher Dunham, Staff Attorney

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Horizon Bancorp

Registration Statement on Form S-4

Filed on March 16, 2016

File No. 333-210244

 Dear Mr. Dunham:

We have received the Staff’s letter dated April 1, 2016, detailing your office’s review of the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”) of Horizon Bancorp (the “Registrant”). On behalf of the Registrant, below are our responses to those comments. For your convenience, I have reproduced your
comments and requests for information in bold below followed by our responses in regular type. Contemporaneously with this letter, the Registrant also is filing Amendment No. 1 to the Registration Statement (“Amendment
No. 1”) reflecting our responses to your comments. References in this letter to the “joint proxy statement/prospectus” mean the joint proxy statement/prospectus, as amended, being filed with the Amendment No. 1.

* * * * *

 Prospectus Cover Page

1.
Please disclose that the merger is subject to a floor price as set forth on page 53 of your “Termination” disclosure. In addition, please also disclose that if the price falls below the floor and KFI elects
to exercise its termination rights, Horizon may prevent termination by increasing the exchange ratio pursuant to a formula set forth in the Merger Agreement. Please add footnote disclosure to the calculation of the registration fee table to the
extent that additional stock consideration may be issued to accommodate the increase in the exchange ratio, noting that Horizon will file a registration statement to cover the issuance of the additional shares of Horizon common stock. For guidance,
please refer to Securities Act Rule 413 and Securities Act Rules Compliance and Disclosure Interpretation 610.01.

Response: In response to the Staff’s comment, the Registrant has revised its disclosures on the cover page of the joint proxy
statement/prospectus and in the footnotes to the calculation of the registration fee table, as you requested. First, I refer you to the last two sentences of the

 515 Franklin Square
• Michigan City, IN 46360 • (219) 873-2640 • toll-free 888-873-2640 • www.accesshorizon.com

Christopher Dunham

 Securities and Exchange Commission

April 6, 2016

 Page 2 of 4

 first full
paragraph of the cover page of the joint proxy statement/prospectus for the additional disclosure, which reads as follows:

“Additionally, KFI has the right to terminate the Merger Agreement during the five-day period following the date on which all regulatory
approvals and other approvals required for the merger are received if Horizon’s average common stock closing price is below $20.39 per share, and the percentage decrease in Horizon’s stock price from its closing price on the date of the
Merger Agreement is more than 15% greater than the percentage decrease in the SNL Small Cap U.S. Bank and Thrift Index during the same period. If KFI elects to exercise its termination rights, Horizon has the right to prevent KFI’s termination
under those circumstances, however, by agreeing to increase the exchange ratio pursuant to a formula set forth in the Merger Agreement.”

Second, I refer you to the last two sentences of footnote 1 to the calculation of the registration fee table for the additional disclosure,
which reads as follows:

 “Under the Merger Agreement, in certain circumstances the Registrant may increase the exchange ratio
pursuant to a formula in the Merger Agreement, and thus issue additional stock consideration to accommodate this increase, in order to prevent a termination of the Merger Agreement. In the event the Registrant increases the exchange ratio as
described, the Registrant will file a registration statement pursuant to Rule 413 to cover the issuance of the additional shares of common stock.”

Risk Factors

 KFI’s shareholders who
receive the stock consideration will have a reduced ownership and voting interest after the merger and will exercise less influence over management, page 15

2.
In light of your agreement to acquire LaPorte Bancorp, Inc., which you disclose under “Recent Developments of Horizon” heading on page 12, please discuss whether the LaPorte acquisition will be further
dilutive to the KFI shareholders, as well as disclose the anticipated ownership percentage of the combined company by current KFI shareholders, assuming the completion of your merger with LaPorte.

Response: In response to the Staff’s comment, the Registrant has revised its disclosures in the Registration Statement as you
requested. I refer you to the full text of the above-referenced risk factor on page 15 of the joint proxy statement/prospectus contained in Amendment No. 1 for the revised disclosure, which now reads as follows:

“KFI’s shareholders currently have the right to vote in the election of the KFI board of directors and on other
significant matters affecting KFI, such as the proposed merger with Horizon. When the merger occurs, each KFI shareholder who holds at least 100 shares of KFI common stock and receives stock consideration in the merger will become a shareholder of
Horizon with a percentage ownership of the combined organization that is much smaller than the

 515 Franklin Square
• Michigan City, IN 46360 • (219) 873-2640 • toll-free 888-873-2640 • www.accesshorizon.com

Christopher Dunham

 Securities and Exchange Commission

April 6, 2016

 Page 3 of 4

shareholder’s percentage ownership of KFI. In addition, on March 10, 2016, Horizon announced that it entered into an Agreement and
Plan of Merger to acquire LaPorte. As part of the merger consideration for that transaction, Horizon will issue shares of its common stock to LaPorte’s shareholders such that, in the aggregate, 65% of the outstanding shares of LaPorte will be
converted into the right to receive shares of Horizon common stock and the remaining 35% of the outstanding shares will be converted into the right to receive cash. See “Summary – Recent Developments of Horizon” on page ____
above. The issuance of Horizon shares in the LaPorte transaction will be further dilutive to the KFI shareholders. Based on the anticipated number of Horizon common shares to be issued in the merger, and assuming the completion of Horizon’s
merger with LaPorte, it is anticipated that the KFI shareholders will only own approximately 4.0% of all of the outstanding shares of Horizon’s common stock. Because of this, KFI’s shareholders will have less influence on the management
and policies of Horizon than they now have on the management and policies of KFI. Furthermore, shareholders of Horizon do not have preemptive or similar rights, and therefore, Horizon can sell additional voting securities in the future without
offering them to the former KFI shareholders, which would further reduce their ownership percentage in, and voting control over, Horizon.”

 The
Merger

 Certain Financial Projections Utilized by the KFI Board of Directors and KFI’s Financial Advisors, page 36.

3.
We note disclosure in the penultimate paragraph on page 37 stating that the unaudited prospective financial information has not been included “to influence your decision whether to vote for the merger . . . but
is being provided solely because it was made available to the parties and KFI’s financial advisors . . .” [emphasis added] We note similar disclosure at the end of the first paragraph of your disclosure under this
heading. Please remove or revise these disclaimers so they do not constitute undue limitations on reliance.

Response: In response to the Staff’s comment, the Registrant has removed the above-referenced disclosures as you requested. I
refer you to page 38 and the first full paragraph on page 37 of the joint proxy statement/prospectus contained in Amendment No. 1 which remove the above-referenced disclosures.

Exhibit Index

 Exhibit 5.1

4.
Please have counsel delete the limitation on reliance as to a person in the final sentence of its opinion. Please refer to Section II.B.3.d. of Staff Legal Bulletin No. 19 for guidance.

 515 Franklin Square
• Michigan City, IN 46360 • (219) 873-2640 • toll-free 888-873-2640 • www.accesshorizon.com

 Christopher Dunham

Securities and Exchange Commission

 April 6, 2016

Page 4 of 4

 Response: In response to the Staff’s comment, the legal
opinion has been revised as you requested. Please see the revised opinion, which has been filed as Exhibit 5.1 to Amendment No. 1.

 *
* * * *

 The Registrant respectfully requests the Staff’s assistance in completing its review of Amendment No. 1 as soon as
possible. Should you have additional comments or questions, please contact me at (219) 873-2611.

 Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

cc:
Craig M. Dwight

Curt W. Hidde, Esq.

David P. Hooper, Esq.

 515 Franklin Square
• Michigan City, IN 46360 • (219) 873-2640 • toll-free 888-873-2640 • www.accesshorizon.com

Mail Stop 4720

April 1, 2016

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

Re: Horizon Bancorp
  Registration Statement on Form S-4
Filed  March 16, 2016
  File No.  333-210244

Dear Mr. Dwight :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  If you do not believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Prospectus Cover Page

1. Please disclose  that the merger is subject to a floor price as set forth on page 53 of your
“Termination ” disclosure .  In addition, please also disclose that if the price falls below
the floor and KFI elects to exercise  its termination rights,  Horizon  may prevent
termination by increasing the exchange ratio pursuant to a formula set forth in the Merger
Agreement.   Please add footnote disclosure to the calculation of the registration fee table
to the extent that additional stock consideration may be issued to accommodate the
increase in the exchange ratio, noting that Horizon will file a registration statement to
cover the issuance of the additional shares of Horizon common stock.  For guidance,
please refer to Securities Act Rule 413 and Securities Act Rules Compliance and
Disclosure Interpretation 610.01.

Craig M. Dwight
Horizon Bancorp
April 1, 2016
Page 2

 Risk Factors

KFI’s shareholders who receive the stock con sideration will have a reduced ownership and
voting interest after the merger and will exercise less influence over management, page 15

2. In light of your agreement to acquire La Porte Bancorp, Inc., which you disclose under
“Recent Developments of Horizon”  heading on page 12, please discuss whether the
LaPorte acquisition will be further dilutive to the KFI shareholders, as well as disclose
the anticipated ownership percentage of the combined company by current KFI
shareholders, assuming the completion of y our merger with LaPorte.

The Merger

Certain Financial Projections Utilized by the KFI Board of Directors and KFI’s Financial
Advisors, page 36

3. We note disclosure in the penultimate paragraph on page 37 stating that the unaudited
prospective  financial information has not been included “to influence your decision
whether to vote for the merger … but is being provided solely  because it was made
available to the parties and KFI’s financial advisors…” [emphasis added] We note similar
disclosure a t the end of the first paragraph of your disclosure under this heading.   Please
remove or revise these disclaimers so they do not constitute undue  limitation s on reliance.

Exhibit Index

Exhibit 5.1

4. Please have  counsel delete the limitation on reliance a s to a person in the final sentence of
its opinion .  Please refer to Section II.B.3.d. of Staff Legal Bulletin No. 19 for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that th e filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should  the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

Craig M. Dwight
Horizon Bancorp
April 1, 2016
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Christopher Dunham, Staff Attorney,  at (202) 551 -3783  or, in his absence,
me at (202) 551 -3369 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: David P. Hooper, Esq.

CORRESP
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May 26, 2015

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn: Kathryn McHale, Senior Staff Attorney

100 F Street, N.E.

Washington, D.C.  20549

Re:              Horizon Bancorp

Registration Statement on Form S-4 filed on May 5, 2015, as amended by

 Amendment No. 1 to Registration Statement on S-4 filed on May 22, 2015

File No. 333-203868

Dear Ms. McHale:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Horizon Bancorp (the “Registrant”) hereby respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. (EDT) on Thursday, May 28, 2015, or as soon as practicable thereafter.

In connection with the foregoing request, the Registrant hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

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

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

cc:

Craig M. Dwight

Claudia V. Swhier

515 Franklin Square Ÿ Michigan City, IN 46360 Ÿ (219) 873-2640 Ÿ toll-free 888-873-2640 Ÿ www.accesshorizon.com

CORRESP
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Correspondence

 May 22, 2015

Via EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Attn: Kathryn
McHale, Senior Staff Attorney

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Horizon Bancorp

Registration Statement on Form S-4

Filed on May 5, 2015

File No. 333-203868

 Dear Ms. McHale:

We have received your letter dated May 21, 2015, detailing your office’s review of the above-referenced Registration Statement on
Form S-4 (the “Registration Statement”) of Horizon Bancorp (the “Registrant”). On behalf of the Registrant, below are our responses to those comments. For your convenience, I have reproduced your comments and
requests for information in bold below followed by our responses in regular type. Contemporaneously with this letter, the Registrant also is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”)
reflecting our responses to your comments. References in this letter to the “joint proxy statement/prospectus” mean the joint proxy statement/prospectus, as amended, being filed with the Amendment No. 1.

* * * * *

 Prospectus Cover Page

1.
In accordance with Item 501(b)(2) of Regulation S-K, please provide the aggregate consideration that Peoples Bancorp shareholders will receive in connection with the merger.

Response: In response to the Staff’s comment, the Registrant has revised its disclosures on the cover page of the joint proxy
statement/prospectus as you requested. I refer you to the second-to-last sentence of the first full paragraph of the cover page of the joint proxy statement/prospectus for the additional disclosure, which reads as follows:

“Subject to the adjustments described in the Merger Agreement and based on Horizon’s closing stock price of $24.27
on May 21, 2015, the value of the aggregate consideration that Peoples’ shareholders will receive in the merger is approximately $75.8 million.”

 Kathryn McHale

Securities and Exchange Commission

 May 22, 2015

 Page
 2
 of 3

 The Merger

2.
We note that senior management of both Horizon and Peoples Bancorp provided financial projections to their respective financial advisors. Please disclose two years of any material projections or other material
non-public information, including revenue, income, and income per share provided by Horizon to either Peoples Bancorp or its financial advisor. Similarly, please revise this section to disclose any projections or other material non-public
information provided by Peoples Bancorp to Horizon or its financial advisors.

 Response: In response to the
Staff’s comment, the Registrant has revised its disclosures in the Registration Statement to include the projected financial information as you requested. I refer you to page 61 of the joint proxy statement/prospectus contained in Amendment
No. 1 under the heading “Nonpublic Financial Projections Provided to Horizon and Peoples and Their Financial Advisors” for the additional disclosure.

Joint Opinion of Horizon’s Financial Advisors, page 61

3.
Please provide the information required by Section 1015(b)(4) of Regulation M-A. Specifically, disclose any material relationship that has existed between each company and each financial advisor over the past
two years and the aggregate compensation paid by each company to each financial advisor for all services provided, including broker dealer services.

Response: In response to the Staff’s comment, the Registrant has revised its disclosures in the Registration Statement as you
requested. I refer you to the fourth full paragraph on page 61 of the joint proxy statement/prospectus contained in Amendment No. 1 for the revised disclosure, which now reads as follows:

“For the two years preceding the date of their joint opinion delivered to the board of directors of
Horizon, Patrick Capital and C&C have been jointly retained by Horizon to evaluate certain acquisition opportunities, including Horizon’s acquisition of SCB Bancorp in April of 2014. For those services, Patrick Capital received compensation
totaling approximately $150,000.00, and C&C received no direct compensation from Horizon. Except as disclosed above, there are no material relationships that existed during the two years prior to the date of Patrick Capital’s and
C&C’s joint opinion or that are mutually understood to be contemplated, including the provision of any broker-dealer services, in which any compensation was received or is intended to be received as a result of the relationship between
Patrick Capital, C&C, and any party to the merger. Moreover, Patrick Capital and C&C have not been retained by Peoples for investment banking services in the same two year time frame. Patrick Capital and C&C may seek to provide
investment banking services to Horizon in the future, for which Patrick Capital and C&C would seek customary compensation. Additionally, Patrick Capital may trade Horizon’s securities for its own account and for the accounts of its
customers and, accordingly, may at any time hold a long or short position in such securities. C&C does not engage in the trading of such securities.”

 Kathryn McHale

Securities and Exchange Commission

 May 22, 2015

 Page
 3
 of 3

 Exhibits

Exhibit 5.1

4.
The assumption in the second paragraph that the shares will be sold in compliance with federal and state securities laws is inappropriate. Please remove this assumption in rendering your opinion that the shares will
be validly issued, fully paid and non-assessable.

 Response: In response to the Staff’s comment, the legal
opinion has been revised as you requested. Please see the revised opinion, which has been filed as Exhibit 5.1 to Amendment No. 1.

 Exhibit 8.1

5.
Your assumption that the merger will qualify as a statutory merger under Indiana state law is inappropriate. Please revise your opinion and corresponding prospectus disclosure to opine that the merger will qualify as
a statutory merger. See Staff Legal Bulletin No. 19 (Oct. 14, 2011) for further guidance.

 Response: In
response to the Staff’s comment, the legal opinion and corresponding prospectus disclosure have been revised as you requested. Please see the revised opinion, which has been filed as Exhibit 8.1 to Amendment No. 1, as well as the
additional disclosure regarding the merger’s qualification as a statutory merger in the last full paragraph on page 81 of the joint proxy statement/prospectus contained in Amendment No. 1 under the heading “Material Federal Income
Tax Consequences – General.”

 * * * * *

The Registrant respectfully requests the Staff’s assistance in completing its review of Amendment No. 1 as soon as possible. Should
you have additional comments or questions, please contact me at (219) 873-2611.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

cc:
Craig M. Dwight

 Claudia V. Swhier

May 21 , 2015

Mark E. Secor
Chief Financial Officer
Horizon Bancorp
515 Franklin Square
Michigan City, Indiana 46360

Re: Horizon Bancorp
   Registration Statement on Form S -4
Filed  May  5, 2015
  File No. 333 -203868

Dear Mr . Secor :

We have limited our review of your registration statement to those issues we have
addressed in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in yo ur
response.

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

Prospectus Cover Page

1. In accordance with Item 501(b)(2) of Regulation S -K, plea se provide the aggregate
consideration that Peoples Bancorp shareholders will receive in connection with the merger.

The Merger

2. We note that senior management of both Horizon and Peoples Bancorp  provided finan cial
projections to their respective financial advisors .  Please disclose two years of any material
projections or other material non -public information, including revenu e, income, and income
per share provided by Horizon to either Peoples Bancorp or its financial advisor.  Similarly,
please revise this section to disclose any projections or other material non -public information
provided by Peoples Bancorp to Horizon or its financial advisors.

Mark E. Secor
Horizon Bancorp
May 21 , 2015
Page 2

 Joint Opinion of Horizon’s Financial Advisors, page 61

3. Please provide the information required by  Section 1015(b)(4) of Regulation M -A.
Specifically, disclose any material relationship that has existed between each company and
each financial advisor over the past two years and the aggregate compensation paid by each
company to each financial advisor for all services provided , including broker dealer services.

Exhibits

Exhibit 5.1

4. The assumption in the second paragraph that the shares will be sold in compliance with
federal and state securities laws is inappropriate.  Please remove this assumption i n rendering
your opinion that the shares will be validly issued, fully paid and non -assessable.

Exhibit 8.1

5. Your assumption that the merger will qualify as a statutory merger under Indiana state law is
inappropriate.  Please revise your opinion and corresponding prospectus disclosure to opine
that the merger will qualify as a statutory merger.  See Staff Legal B ulletin No. 19 (Oct. 14,
2011) for further guidance.

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 Act of 193 3 and
all applicabl e Securities  Act rules require.   Since the company 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the compa ny from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Mark E. Secor
Horizon Bancorp
May 21 , 2015
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registra tion statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Josh Samples , Staff Attorney,  at (202) 551 -3199  or me at (202) 551 -3464
with any questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc. Claudia Swhier
Barnes & Thornburg LLP

September 27, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to  our comments do not foreclose the Commission from taking
any action with respect to the company or 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 securiti es laws of the United States.  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 rules require .

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: Via E -mail
Mark E. Secor

CORRESP
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Via EDGAR

September 13, 2013

Ms. Kathryn McHale

Senior Staff Attorney

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re: Horizon Bancorp

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

Filed March 12, 2013

File No. 000-10792

Dear Ms. McHale,

This correspondence is the response of Horizon Bancorp (the “Company”) to the comments in your letter dated September 5, 2013, regarding Horizon Bancorp's Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”). To assist you in reviewing our responses, we have included each comment as stated in your letter and, following each comment, we have provided our response.

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.

Comment: Please amend to provide compensation 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 disclosure is required under Item 402 of Regulation S-K, please tell us the basis for that conclusion.

Response: The Company respectfully advises the Staff that, on an annual basis, the Company’s Board of Directors considers and designates those members of the Company’s management team that qualify as an “executive officer” within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. As disclosed in the Form 10-K under “Special Item: Executive Officers of Registrant,” the Company determined that there were five “executive officers”:

Page 2
 September 13, 2013

Name

Position

Craig M. Dwight*

President and Chief Executive Officer of the Company; Chairman and Chief Executive Officer of Horizon Bank, N.A.

Mark E. Secor

Chief Financial Officer of the Company

Thomas H. Edwards

Executive Vice President of the Company; President and Chief Operating Officer of Horizon Bank, N.A.

James D. Neff

Secretary of the Company; Executive Vice President – Mortgage Banking of Horizon Bank, N.A.

Robert C. Dabagia*

Chairman of the Company

* As indicated under “Board Leadership Structure” on page 9 of the Definitive Proxy Statement that the Company filed on March 22, 2013, Mr. Dabagia retired effective June 30, 2013. Subsequently, as reported in Current Reports on Form 8-K, the Company’s Board of Directors elected Mr. Dwight as Chairman and also named an independent lead director.

Based on the Company’s consideration and review, the Company believes that the five individuals indicated above constitute all of the Company’s “executive officers” within the meaning of Rule 3b-7 as of December 31, 2012.  Those five individuals include all officers in charge of the Company’s principal business units, divisions or functions as well as any other officer or person who performs a policy making function for the Company.

The Company is a registered bank holding company, and the Company’s banking subsidiary is Horizon Bank, N.A. (the “Bank”). The Company does not have any employees; all officers and other personnel are employed by the Bank. When the Company makes the determination as to who qualifies as an “executive officer,” the Company includes an evaluation of whether any Bank officers or other employees perform policy making functions for the Company. As indicated in the list above, the Company determined that its “executive officers” included officers of both the Company and the Bank.

As identified in the Company’s Definitive Proxy Statement filed on March 22, 2013 (the “Proxy Statement”), the first four executive officers listed above – Messrs. Dwight, Secor, Edwards and Neff – were the four Named Executive Officers (“NEO”). In accordance with the determination of the Company’s Board of Directors, it was determined that other than the principal executive officer and principal financial officer, there were only two “most highly compensated executive officers” – Messrs. Edwards and Neff -- as of December 31, 2012. The fifth executive officer listed above – Mr. Dabagia – does not qualify as an NEO under Regulation S-K Item 402(a)(3), since his total compensation, which is disclosed in the Director Compensation Table in the Proxy Statement, did not exceed $100,000. Therefore, the Company believes that the disclosures in the Form 10-K, which incorporated by reference portions of the Proxy Statement, included the disclosures required by Regulation S-K Item 402.

Page 3
 September 13, 2013

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

Common Share Ownership of Management and Certain Beneficial Owners, page 37

2.

Comment: 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.

Response: The Company will provide the mailing, residence or business address of each person known to the Company to be the beneficial owner of more than five percent of the Company’s common stock in future filings. The Company does not believe that an amendment to correct the omission of the addresses is required, especially given that specific information was included in the filing regarding the Schedules 13G amendments filed by such beneficial owners, which amendments were the source of the information in the Proxy Statement, and those amendments provide the addresses.

In closing, Horizon Bancorp acknowledges 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.

If you have any questions regarding the responses above, please contact the undersigned at (219) 873-2611 or msecor@accesshorizon.com.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

Horizon Bancorp

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

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October 24, 2011

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Matthew McNair

Re:

Horizon Bancorp

Registration Statement on Form S-3 – File No. 333-177007

Filed September 26, 2011

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Horizon Bancorp (the “Company”) hereby respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission (the “Commission”) to 10:00 a.m. (E.D.T.) on October 26, 2011 or as soon as practicable thereafter.

In connection with the foregoing request, the Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·

the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

HORIZON BANCORP

By:

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

CORRESP
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October 14, 2011

Via Edgar

Attn: Matthew McNair

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re:

Horizon Bancorp

Registration Statement on Form S-3 Filed Pursuant to General Instruction I.B.1

Filed September 26, 2011

File No. 333-177007

Supplemental Information

Mr. McNair:

This letter responds to your request, in connection with the above-referenced Registration Statement, for supplemental information regarding the calculation of the number of shares of Horizon Bancorp (“Horizon”) common stock held by non-affiliates. With respect to your question about DARHAP & Co. (“DARHAP”), DARHAP was a limited liability partnership that served as the nominee for securities held by the trust division of Horizon Bank, N.A. (the “Bank”) for the purpose of facilitating transactions in those securities. Recently, the Bank replaced DARHAP as the nominee. The new, independent third-party nominee is MIDTRUSCO, which is
owned by The Midwest Trust Company.

In the correspondence that accompanied the filing of the Registration Statement, we indicated that the aggregate market value of shares of Horizon’s common stock on September 21, 2011, held by non-affiliates was $77,791,759. In making that calculation, however, shares subject to transfer restrictions were included in the number of shares held by affiliates but inadvertently not included in the number of shares outstanding. As corrected, the aggregate market value on that date was $78,465,460, calculated on the basis of 3,009,799 of the 3,309,512 outstanding shares being held by non-affiliates and a last sale price of $26.07 on that date.

Please contact me at (219) 873-2611 if you have any questions or need additional information.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

CORRESP
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    hb_corr0923.htm

September 26, 2011

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Re:

Horizon Bancorp

Registration Statement on Form S-3 Filed Pursuant to General Instruction I.B.1

Filed September 26, 2011

File No. 333-177007

Ladies and Gentlemen:

Horizon Bancorp (“Horizon”) has filed today the above-referenced registration statement on Form S-3 (the “Registration Statement”) to register 12,500 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series B, which were issued to the Secretary of the Treasury of the United States pursuant to the Small Business Lending Fund program. The Registration Statement is being filed pursuant to General Instruction I.B.1. of Form S-3. On dates within 60 days of the filing of this Registration Statement, the aggregate market value of
Horizon’s common equity held by non-affiliates of Horizon was $75 million or more. For example, on September 21, 2011, the aggregate market value of Horizon’s common equity held by non-affiliates was $77,791,759. (The aggregate market value of Horizon’s common equity held by non-affiliates also exceeded $75 million on the last business day of Horizon’s most recently completed second fiscal quarter.)

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

February 11, 2010

Mark E. Secor Chief Financial Officer Horizon Bancorp 515 Franklin Square
Michigan City, Indiana 46360

Re: Horizon Bancorp  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 12, 2010 File No. 0-10792
 Dear Mr. Secor:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Kevin W. Vaughn Accounting Branch Chief

November 8, 2010

Mark E. Secor Chief Financial Officer Horizon Bancorp 515 Franklin Square
Michigan City, Indiana 46360

Re: Horizon Bancorp  Form 10-Q for the Quarterly Period Ended June 30, 2010
Filed August 12, 2010 File No. 0-10792
 Dear Mr. Secor:
 We have reviewed supplemental response a nd have the following comment.  In our
comment, we ask you to provide us with in formation so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comment
applies to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in  response to these comment, including the
draft of your proposed disclosures, we  may have additional comments.
            Form 10-Q for the Quarterly Period Ended June 30, 2010

 General

1. We note your response to Comment 3 of our letter dated Sept ember 21, 2010. Please tell
us how you determined that Items I, III, IV and V of Industry Guide III were not relevant and/or material to your interi m operations in light of the changes in asset and liability
balances and activity in the al lowance for loan losses during the period. Otherwise, please
revise future filings  to include these re quired disclosures.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company 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.

Mark E. Secor
Horizon Bancorp November 8, 2010 Page 2

 In responding to our comment, please provide a written statement from the company
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.

You may contact William Schr oeder, Staff Accountant, at  (202) 551-3294 or Kevin W.
Vaughn, Accounting Branch Chief, at (202) 551- 3494 if you have questions regarding comments
on the financial statements and related matters.

Sincerely,

Kevin W. Vaughn
Accounting Branch Chief

CORRESP
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Via EDGAR

November 23, 2010

Mr. Kevin W. Vaughn

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:  Horizon Bancorp

Form 10-Q for the Quarterly Period Ended June 30, 2010

Filed August 12, 2010

File No. 000-10792

Dear Mr. Vaughn

This correspondence is Horizon Bancorp’s response to comments received from the Securities and Exchange Commission on November 8, 2010, regarding Horizon Bancorp's Form 10-Q for the quarter ended June 30, 2010.  To assist you in reviewing our responses, we have included each comment as stated in your letter and, following each comment, we have provided our response.

Form 10Q for the Quarterly Period Ended June 30, 2010

General

1.

Comment:  We note your response to comment 3 of our letter dated September 21, 2010.  Please tell us how you determined that Items I, III, IV and V of Industry Guide III were not relevant and/or material to your interim operations in light of the changes in asset and liability balances and the activity in the allowance for loan losses during the period.  Otherwise, please revise future filings to include these required disclosures.

Response:  The Company will revise future filings to include Items of Industry Guide III that have material changes.  The June 30, 2010 and September 30, 2010 Form 10-Q did include selected disclosures related to Items I, III, and IV from Industry Guide III.

In closing, Horizon Bancorp acknowledges that:

·

Horizon 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

·

Horizon 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.

If you have any questions regarding the responses above, please contact the undersigned at (219) 873-2611.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

Horizon Bancorp

CORRESP
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    hb_cor1011.htm

Via EDGAR

October 11, 2010

Mr. Kevin W. Vaughn

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Re:  Horizon Bancorp

Form 10-K for Fiscal Year Ended December 31, 2009

Filed March 12, 2010

File No. 000-10792

Dear Mr. Vaughn

This correspondence is Horizon Bancorp’s response to comments received from the Securities and Exchange Commission on September 21, 2010, regarding Horizon Bancorp's Form 10-K for the fiscal year ended December 31, 2009, and its Form 10-Q for the quarter ended June 30, 2010.  To assist you in reviewing our responses, we have included each comment as stated in your letter and, following each comment, we have provided our response.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Allowance and Provision for Loan Losses/Critical Accounting Policy, page 37

1.

Comment:  You state “Horizon considers the allowance for loans losses to be adequate to cover losses inherent in the loan portfolio as of December 31, 2009.”  Please revise this section and other similar disclosures throughout your future filings to confirm, if true, that you maintain your allowance for loan losses at a level considered “appropriate” in relation the estimated risk inherent in the loan portfolio.

Response:  The disclosure on page 37, Allowance and Provision for Loan Losses/Critical Accounting Policy, along with other similar disclosures throughout our future filings will be revised to represent that the allowance for loan losses is at a level considered to be “appropriate” in relation to the estimated risk inherent in the loan portfolio.

Non-performing Loans, page 38

2.

Comment:  We note your reference on pages 38 to restructured loans.  Please tell us and revise your future filings to disclose the following information related to your troubled debt restructuring (TDR’s) and other loan modifications:

·

Loan modifications quantified by loan type classified separately as accrual/non-accrual, with identification of which modifications you consider to be TDRs;

Page 2

October 11, 2010

·

For those modifications that you do not consider to be TDR’s clearly identify why you do not consider them to be TDRs under the applicable accounting literature;

·

Your policy regarding how many payments the borrower needs to make on restructured loans before returning loans to accrual status;

·

The success rates and redefault rates on modified loans;

·

Clearly identify how modifications affect and are considered in your allowance methodology; and

·

A description of the types of concessions made (e.g. rate reductions, payment extensions, forgiveness of principal, forbearance or other actions) and how you determine whether to classify such modifications as TDRs.

Response:  See each of the following points:

·

Loan modifications quantified by loan type classified separately as accrual/non-accrual, with identification of which modifications you consider to be TDRs;

At December 31, 2009 we included the details of TDR’s according to loan type in Note 6 – Non-performing Assets and Impaired Loans on page 68.  At December 31, 2009 these loans were performing according to their modified terms and were accruing interest.  In future filings, we will continue to include this disclosure and will also indicate separately whether they are on accrual/non-accrual.

·

For those modifications that you do not consider to be TDR’s clearly identify why you do not consider them to be TDRs under the applicable accounting literature;

At December 31, 2009 and currently, the Company does not have any loan modifications that have not been determined to be TDR’s.  In future filings, we will report any modification that is not clearly identified as a TDR and why it might not be considered a TDR, or state that all loan modifications have been determined to be TDR’s.

·

Your policy regarding how many payments the borrower needs to make on restructured loans before returning loans to accrual status;

A restructured loan will be returned to accruing status after six consecutive payments.  In future filings we will include the Company’s policy regarding this treatment of restructured loans.

·

The success rates and redefault rates on modified loans;

At December 31, 2009 the Company had not experienced any redefault on modified loans.  In future filings the Company will include discussion on the success and redefault experience on modified loans.

·

Clearly identify how modifications affect and are considered in your allowance methodology; and

Page 3

October 11, 2010

At December 31, 2009 modifications determined to be TDR’s are considered impaired and included in the allowance methodology using the guidance for impaired loans.  In future filings, we will include how restructured loans are evaluated in the allowance methodology.

·

A description of the types of concessions made (e.g. rate reductions, payment extensions, forgiveness of principal, forbearance or other actions) and how you determine whether to classify such modifications as TDRs.

At December 31, 2009 the only type of concession the Company has made on restructured loans has been temporary rate reductions and reduced monthly payments.  Any modification to a loan that is a concession and not allowed in the normal course of lending would be considered a restructured loan.  In future filings, we will include the types of concessions made on restructured loans and how the Company determines when a modification is a TDR.

Form 10-Q for the Quarterly Period Ended June 30, 2010

General

3.

Comment:  Please revise future filings beginning with the September 30, 2010 Form 10Q to disclose the information required by Items I, III, IV and V of Industry Guide III to the extent it is relevant and material to your operation.

Response:  As is consistent with the Company’s current practice, in future Form 10Q filings the Company will determine if including and updating Items I, III, IV and V of the Industry Guide III are relevant or material to our operation.  We believed they were not relevant or material in our most recent filings, and therefore, they were excluded.

Loans, page 35

4.

Comment:  Revise future filings beginning with the September 30, 2010 Form 10Q to include the disclosures required by ASC 310-10-50-15.  Please provide your proposed disclosure in the response to this comment.

Response:  In future Form 10Q filings the Company will update and include the disclosures required by ASC 310-10-50-15 as presented below from Note 6 – Non-performing Assets and Impaired Loans that was included in the Company’s December 31, 2009 Form 10K on pages 68 –  69.

Note 6 – Non-performing Assets and Impaired Loans

The following table shows non-performing loans including loans more than 90 days past due, on non-accrual, and trouble debt restructuring along with other real estate owned and repossessed collateral.

Page 4

October 11, 2010

December 31

December 31

2009

2008

Non-performing loans

Commercial

   More than 90 days past due

$
1,086

$
49

   Non-accrual

8,143

5,118

   Trouble debt restructuring

-

-

Residential mortgage

   More than 90 days past due

296

464

   Non-accrual

1,257

1,440

   Trouble debt restructuring

3,266

-

Mortgage warehouse

   More than 90 days past due

-

-

   Non-accrual

-

-

   Trouble debt restructuring

-

-

Installment

   More than 90 days past due

376

318

   Non-accrual

2,515

474

   Trouble debt restructuring

206

-

Total non-performing loans

17,145

7,863

Other real estate owned and repossessed collateral

     Commercial

544

-

     Residential mortgage

1,186

2,772

     Mortgage warehouse

-

-

     Installment

23

207

Total other real estate owned and repossessed collateral

1,753

2,979

Total non-performing assets

$
18,898

$
10,842

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment.  Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized.  This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value.

Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.  The following table shows the Company’s impaired loans.

Page 5

October 11, 2010

Impaired loans

Carrying

Average

Specific

Interest

December 31, 2009

Value

Balance

Reserves

Collected

     Commercial

$
9,685

$
11,647

$
1,675

$
389

     Residential mortgage

3,472

2,481

84

184

     Mortgage warehouse

-

-

-

-

     Installment

206

159

-

15

Total

$
13,363

$
14,287

$
1,759

$
588

December 31, 2008

     Commercial

$
5,118

$
3,083

$
1,122

$
286

     Residential mortgage

-

-

-

-

     Mortgage warehouse

-

-

-

-

     Installment

-

-

-

-

Total

$
5,118

$
3,083

$
1,122

$
286

December 31, 2007

     Commercial

$
1,870

$
1,673

$
345

$
165

     Residential mortgage

-

-

-

-

     Mortgage warehouse

-

-

-

-

     Installment

-

-

-

-

Total

$
1,870

$
1,673

$
345

$
165

There were $4.8 million, $1.4 million, and $0 of impaired loans without a specific reserve in 2009, 2008, or 2007.  Interest income not recognized on the non-performing loans totaled approximately $712,000, $283,000, and $122,000 in 2009, 2008, and 2007.  Accrued interest on impaired loans is reversed from interest income when a loan is determined to be impaired and is a non-accrual loan.

Notes to Condensed Consolidated Financial Statements

Note 11-Purchase and Assumption

5.

Comment:  Please tell us and revise future filings to disclose how you accounted for the loans you acquired in the purchase of American Trust & Savings Bank under ASC 310-30 (SOP 03-3) and provide the disclosures required by ASC 310-30-50-1 & 2.

Response:  The loans acquired in the purchase of American Trust & Savings Bank were accounted for under the relevant accounting literature.  Due to the design of this transaction, the Company selected the loans that were purchased and intentionally excluded over 95%, or the overwhelming majority, of certain loans with evidence of deterioration of credit quality since origination.  At the date of closing, of the $56.3 million of loans purchased, only $370,000 of the loan principal purchased were deemed to have evidence of deterioration of credit quality since origination and therefore within the scope of ASC310-30.  These loans were written down to a fair value of $249,000.  This amount was not considered to be material to the Company or the transaction, and therefore, no additional disclosures related to these loans were included.

The Company will include in future filings a statement of how these loans acquired with evidence of deterioration of credit quality since origination were accounted for including the amount purchased.

In closing, Horizon Bancorp acknowledges that:

·

Horizon 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

Page 6

October 11, 2010

·

Horizon 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.

If you have any questions regarding the responses above, please contact the undersigned at (219) 873-2611.

Sincerely,

/s/ Mark E. Secor

Mark E. Secor

Chief Financial Officer

Horizon Bancorp

Mail Stop 4561

February 26, 2008
 James Foglesong Chief Financial Officer Horizon Bancorp 515 Franklin Square Michigan City, Indiana 46360
RE: Horizon Bancorp
Form 10-K for Fiscal Year  Ended December 31, 2006
Filed March 23, 2007 File No. 000-10792
 Dear Mr. Foglesong,   We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,    Kevin W. Vaughn Branch Chief

CORRESP
1
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    hb_corresp0131.htm

    Via
      EDGAR

    January
      31, 2008

    Mr.
      Kevin
      W. Vaughn

    Accounting
      Branch Chief

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    Mail
      Stop
      - 4561

    Re:  Horizon
      Bancorp Form

    10-K
      for
      Fiscal Year Ended December 31, 2006

    Filed
      March 23, 2007,  File No. 000-10792

    Dear
      Mr.
      Vaughn

    This
      correspondence is Horizon Bancorp’s response to the follow-up comment received
      from the Securities and Exchange Commission on January 21, 2008, regarding
      the
      above-referenced filing and Horizon Bancorp's response to the initial comment
      letter dated December 31, 2007.

    As
      we
      have discussed with Michael Volley, we will revise the discussion of Mortgage
      Warehouse Loans in both the Management’s Discussion and Analysis (Item 7) and in
      Note 1 – Nature of Operations and Summary of Significant Accounting Policies in
      Item 8 of future 10-K filings as follows:

    Horizon’s
      mortgage warehousing business line has specific mortgage companies as customers
      of Horizon Bank.  Individual mortgage loans originated by these
      mortgage companies are funded as a secured borrowing with pledge of collateral
      under Horizon’s agreement with the mortgage company.  Each individual
      mortgage is assigned to Horizon until the loan is sold to the secondary market
      by the mortgage company.  In addition, Horizon takes possession of
      each original note and forwards such note to the end investor once the mortgage
      company has sold the loan.  At the time a loan is transferred to the
      secondary market, the mortgage company repurchases the loan under its option
      within the agreement.  Due to the repurchase feature contained in the
      agreement, the transaction does not qualify as a sale under SFAS 140 paragraph
      9
      (c) and therefore is accounted for as a secured borrowing with pledge of
      collateral under paragraph 12 of SFAS 140 pursuant to the agreement with the
      mortgage company. When the individual loan is sold to the end investor by the
      mortgage company the proceeds from the sale of the loan are received by Horizon
      and used to payoff the loan balance with Horizon along with any accrued interest
      and any related fees.  The remaining balance from the sale is
      forwarded to the mortgage company.  These individual loans typically
      are sold by the mortgage company within 30 days and are seldom held more than
      90
      days.  Interest income is accrued during this period and collected at
      the time each loan is sold.  Fee income for each loan sold is recorded
      when collected and no costs are deferred due to the term between each loan
      funding and related payoff is typically less than 30 days.

    Based
      on
      the agreements with each mortgage company, at any time a mortgage company can
      repurchase from Horizon their outstanding loan balance on an individual mortgage
      and regain possession of the original note.  Horizon also has the
      option to request that the mortgage company

      515
        FRANKLIN SQUARE, MICHIGAN CITY, INDIANA  46360

      219-879-0211

              Page
                2

                 January
                  31,
                  2008

    repurchase
      an individual mortgage. Should this occur, Horizon would return the original
      note and reassign the assignment of the mortgage to the mortgage company. Also,
      in the event that the end investor would not be able to honor the sales
      commitment and the mortgage company would not be able to repurchase its loan
      on
      an individual mortgage, Horizon would be able to exercise its rights under
      the
      agreement.

    If
      you
      have any questions regarding the responses above, please contact the undersigned
      at (219) 873-2608.

    Sincerely,

    /s/
James
      H. Foglesong

    James
      H.
      Foglesong

    Chief
      Financial Officer

    Horizon
      Bancorp

Mail Stop 4561

January 24, 2008
 James Foglesong Chief Financial Officer Horizon Bancorp 515 Franklin Square Michigan City, Indiana 46360
RE: Horizon Bancorp
Form 10-K for Fiscal Year Ended December 31, 2006
Filed March 23, 2007 File No. 000-10792

Dear Mr. Foglesong,
We have reviewed your letter filed on January 18, 2008 and have the following
comment.  Where indicated, we think you should revise your document in response to this comment in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our comment, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  In your response, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosures.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.          Financial Statements

James Foglesong
Horizon Bancorp January 24, 2008 Page 2
  Note 1 – Nature of Operations and Summary of Significant Accounting Policies

 Mortgage Warehouse Loans, page 44

 1. Please refer to comment 2 in our letter dated December 31, 2007.  Please revise your proposed disclosure to more consistently and clearly describe your mortgage warehouse loan activity as a secured borrowing.
   As appropriate, please respond to this comment within 10 business days or tell us when you will provide us with a response.  Your response letter should key your response to our comment, indicate your intent to include the requested revision in future filings, provide a draft of your proposed disclosure and provide any requested information.  Please understand that we may have additional comments after reviewing your responses to our comment.   You may contact Michael Volley, Staff Accountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questions regarding our comment.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief

CORRESP
1
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    hb_corresp0118.htm

    Via
      EDGAR

    January
      18, 2008

    Mr.
      Kevin
      W. Vaughn

    Accounting
      Branch Chief

    Securities
      and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    Mail
      Stop
      - 4561

    Re:  Horizon
      Bancorp Form

    10-K
      for
      Fiscal Year Ended December 31, 2006

    Filed
      March 23, 2007,  File No. 000-10792

    Dear
      Mr.
      Vaughn

    This
      correspondence is Horizon Bancorp’s response to comments received from the
      Securities and Exchange Commission on December 31, 2007, regarding Horizon
      Bancorp's Form 10-K.  To assist you in reviewing our responses, we
      have included each comment as stated in your letter and, following each comment,
      we have provided our response.

    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation

    Allowance
      and Provision for Loan Losses/Critical Accounting Policy, page
      24

              1.

              Comment:  You
                disclose that “the identification of loans that may have potential losses
                is subjective; therefore, a general reserve is maintained to cover
                all
                potential losses within the entire loan portfolio.”  Disclosures
                that explain the allowance in terms of potential, possible, or future
                losses, rather than probable losses, suggest a lack of compliance
                with
                GAAP and are not appropriate and seems to contradict disclosure elsewhere
                in your filing, including in your footnotes.  Please revise your
                disclosure here and in your footnotes accordingly or advise
                us.  Additional information is available in Section II.P.1. of
                the November 30, 2006 Current Accounting and Disclosure Issues in
                the
                Division of Corporation Finance Outline available on the Sec’s
                web-site.

    Response:  The
      following disclosure on page 24, Allowance and Provision for Loan
      Losses/Critical Accounting Policy, will be revised in future filings to
      more accurately describe Horizon’s accounting policy and compliance with GAAP
      for Allowance and Provision for Loan Losses as follows (changes are indicated
      by
      underlining):

    Allowance
      and Provision for Loan Losses/Critical Accounting Policy

    An
      allowance for loan losses is maintained to absorb loan losses inherent in the
      loan portfolio.  The determination of the allowance for loan losses is
      a critical accounting policy that involves management’s ongoing quarterly
      assessments of the probable incurred losses inherent in the loan
      portfolio. The identification of loans that have probable incurred losses
      is subjective, therefore, a general reserve is maintained to cover all
probable losses within the entire loan portfolio. Horizon utilizes a loan
      grading system that helps identify, monitor and address asset quality problems,
      in an adequate and timely manner.  Each quarter, various factors
      affecting the quality of the loan portfolio are reviewed.  Large
      credits are reviewed on an individual basis for loss potential.  Other
      loans are reviewed as a group based upon previous trends of loss
      experience.  Horizon also reviews the current and anticipated economic
      conditions of its lending market as well as transaction risk to determine the
      effect they may have on the loss experience of the loan portfolio.

    515
      FRANKLIN SQUARE, MICHIGAN CITY, INDIANA  46360

    219-879-0211

                Page
                  2

                January
                  18, 2008

    Financial
      Statements

    Note
      1
– Nature of Operations and Summary of  Significant Accounting
      Policies

    Mortgage
      Warehouse Loans, page 44

              2.

              Comment:  Based
                on your disclosures and current balance sheet presentation, it appears
                you
                account for the initial transfer of the loans from the mortgage companies
                as a sale under SFAS 140 rather than a secured borrowing with a pledge
                of
                collateral.  Please tell us how you determined each of the
                criteria in paragraph 9 of SFAS 140 was met for the initial transfer
                of
                loans from the mortgage company to
                you.

              a.

              Please
                tell us how you considered the fact that you use the stated interest
                rate
                in the agreement with each mortgage company for interest income
                recognition, and not the interest rates on the individual loans in
                your
                determination.  In your assessment of the criteria in paragraph
                9, specifically address how you considered whether you are eligible
                to
                retain the contractual cash flows of the underlying mortgage
                loans.

              b.

              Please
                tell us whether you or the initial transferor has obtained a valid
                legal
                sale opinion for these transfers.  Tell us whether your auditor
                has reviewed the legal opinion and concluded on its appropriateness
                as
                supporting evidence of your compliance with paragraph 9 of SFAS
                140.

              c.

              Considering
                your disclosure that the mortgage company has the right to repurchase
                the
                loan at par and considering the guidance in paragraph 52 of SFAS
                140 which
                states that a call or other right conveys more than a trivial benefit
                if
                the price to be paid is fixed, determinable, or otherwise potentially
                advantageous, please tell us how you determined that the criteria
                in
                paragraph 9(c)(2) was met.

              d.

              If
                you believe that the initial transfer of loans from the mortgage
                company
                to you should be accounted for as a secured borrowing with a pledge
                of
                collateral pursuant to paragraph 12 of SFAS 140, please revise to
                restate
                your financial statements for all periods presented and revise all
                related
                disclosure accordingly.  If you believe the effect of the
                correction of the error is not material and a restatement is not
                required,
                please provide us with your SAB 99 materiality analysis which addresses
                the guidance in SAB 108.

    Response
      to 2.a, b, c, and d:  Horizon believes that the loans
      originated through its mortgage warehousing business line are accounted for
      correctly and presented in the financial statements accurately.  These
      loans are included in the Loans, net of allowance for loan losses line
      item on Horizon’s Consolidated Balance Sheets.   This line
      item is supported in Note 4 – Loans and Allowance and includes mortgage
      warehouse loans as part of total loans.  The loan interest and fee
      income from mortgage warehouse loans are included with Interest Income, Loans
      receivable in Horizon’s Consolidated Statements of
      Income.  Also, in Horizon’s Consolidated Statements of Cash
      Flows, the change in the balance of mortgage warehouse loans from period to
      period is included in Investing Activities as part of the Net change
      in loans.

                  Page
                    3

                  January
                    18, 2008

    Horizon’s
      mortgage warehousing business line has specific mortgage companies as customers
      of Horizon Bank.  Individual mortgage loans originated by these
      mortgage companies are funded as a secured borrowing with pledge of collateral
      under Horizon’s agreement with the mortgage company.  Each individual
      mortgage is assigned to Horizon until the loan is sold to the secondary market
      by the mortgage company.  In addition, Horizon takes possession of
      each original note and forwards such note to the end investor once the mortgage
      company has sold the loan.  At the time a loan is transferred to the
      secondary market, the mortgage company repurchases the loan under its option
      within the agreement.  Due to the repurchase feature contained in the
      agreement, the transaction does not qualify as a sale under SFAS 140 paragraph
      9
      (c) and therefore is accounted for as a secured borrowing with pledge of
      collateral under paragraph 12 of SFAS 140 in accordance with the agreement
      with
      the mortgage company. When the individual loan is sold to the end investor
      by
      the mortgage company the proceeds from the sale of the loan are received by
      Horizon and used to payoff the loan balance with Horizon along with any accrued
      interest and any related fees.  The remaining balance from the sale is
      forwarded to the mortgage company.  These individual loans typically
      are sold by the mortgage company within 30 days and are seldom held more than
      90
      days.  Interest income is accrued during this period and collected at
      the time each loan is sold.  Fee income for each loan sold is recorded
      when collected and no costs are deferred due to the term between each loan
      funding and related payoff is typically less than 30 days.

    Based
      on
      the agreements with each mortgage company, at any time a mortgage company can
      repurchase from Horizon their outstanding loan balance on an individual mortgage
      and regain possession of the original note.  Horizon also has the
      option to request that the mortgage company repurchase an individual mortgage.
      Should this occur, Horizon would return the original note and reassign the
      assignment of the mortgage to the mortgage company. Also, in the event that
      the
      end investor would not be able to honor the sales commitment and the mortgage
      company would not be able to repurchase its loan on an individual mortgage,
      Horizon would be able to exercise its rights under the agreement.

    On
      December 11, 2007, Horizon received correspondence from the Office of the
      Comptroller of the Currency (OCC) which brings final resolution to an issue
      first raised by the OCC during the course of a periodic examination that
      commenced in February 2003. At that time, examination personnel raised the
      issue
      of whether the Bank’s mortgage warehouse loans should be treated as “Other
      loans” rather than”Loans secured by real estate” for Call Report purposes. Since
      the inception of the mortgage warehousing business line Horizon has reported
      mortgage warehouse loans under Loans and leases held for sale on
Schedule RC – Balance Sheet in the Call Report.  Also, due to
      the underlying collateral for these loans being 1 – 4 family mortgage loans,
      they were considered Loans secured by real estate on Schedule RC–C –
Loans and Lease Financing Receivables and included in the 50% Risk Weight
      Category on Schedule RC–R – Regulatory Capital for regulatory capital
      calculations.

    Based
      on
      the position taken by the OCC in the correspondence Horizon received, mortgage
      warehouse loans will be reported in the December 31, 2007 and future Call
      Reports  as Loans and leases, net of unearned income on
Schedule RC – Balance Sheet.   These loans will now be
      reported as Other loans on Schedule RC-C – Loans and Lease Financing
      Receivables and included in the 100% Risk Weight Category on
Schedule RC–R – Regulatory Capital for regulatory capital
      calculations.  With the change in risk weighting Horizon will still be
“well capitalized” as of December 31, 2007.

    The
      following revisions will be made by Horizon in future filings of the annual
      report disclosures regarding these transactions to better clarify the nature
      of
      these financial instruments.  The disclosure on page 57, Note 10 -
Long Term Debt and the discussion in the MD&A on page 24 will be
      revised as follows:

                  Page
                    4

                  January
                    18, 2008

    Management’s
      Discussion and Analysis of Financial Condition and Results of Operation, page
      24

    Mortgage
      Warehouse Loans

    In
      November 1999, Horizon began a mortgage-warehousing repurchase
      program.  Horizon purchases loans, at its discretion,from
      mortgage companies to fund individual mortgage loans originated by the mortgage
      companies.  Each individual mortgage is required to be assigned to
      Horizon and when the loan is sold to the end investor by the mortgage company
      the assignment is simultaneously reassigned to the mortgage
      company.  Each mortgage loan is reviewed by the mortgage warehouse
      division prior to funding for evidence that the loan is of secondary
      market quality and that it meets Horizon’s internal underwriting
      guidelines.  In addition, Horizon takes possession of the original
      note (and other related documents) and forwards such note to the end
      investor once the mortgage company has sold the loan.  In the
      event that the end investor would not be able to honor this commitment to the
      mortgage company and the mortgage company would not be able to
repurchase the loan, Horizon would exercise its rights under the
      agreements.  The individual mortgage loans are typically sold by the
      mortgage companies within 30 days and are seldom held more than 90
      days.

    Note
      1
      0– Long Term Debt

    The
      Federal Home Loan Bank advances are secured by first and second mortgage
      loans and mortgage warehouse loans totaling approximately $436,088,000.
      Advances are subject to restrictions or penalties in the event of
      prepayment.

    Comment:  Assuming
      you are able to support that the initial transfer of loans from the mortgage
      company to you meets the criteria in paragraph 9 SFAS 140 and should receive
      “sale” accounting, we have the following comments:

              3.

              Please
                tell us why you do not classify your mortgage warehouse loans as
                held for
                sale reported at the lower of cost or market value considering that
                you
                disclose that they are generally held no more than 90 days and are
                typically resold within 30 days.  Refer to paragraph .08.a. of
                SOP 01-6.

              4.

              Tell
                us how you determined your use of the stated interest rate in the
                agreement with each mortgage company for interest income recognition,
                and
                not the interest rates on the individual loans is consistent with
                sale
                accounting.

              5.

              Please
                tell us how you account for the transferors “repurchase
                option.”  Specifically tell us how you considered whether the
                “repurchase option” met the definition of a derivative in SFAS 133 which
                should be accounted for at fair
                value.

              6.

Mail Stop 4561

December 31, 2007
 James Foglesong Chief Financial Officer Horizon Bancorp 515 Franklin Square Michigan City, Indiana 46360
RE: Horizon Bancorp
Form 10-K for Fiscal Year Ended December 31, 2006
Filed March 23, 2007 File No. 000-10792

Dear Mr. Foglesong,
We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your filing in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation

Allowance and Provision for Loan Losses/Critical Accounting Policy, page 24
 1. You disclose that “the identification of loans that may have potential
 losses is
subjective; therefore, a general reserve is maintained to cover all potential  losses
within the entire loan portfolio.”  Disclosures that explain the allowance in terms of potential, possible, or future losses, rather than probable losses, suggest a lack of compliance with GAAP and are not appropriate and seems to contradict disclosure elsewhere in your filing, including in your footnotes.  Please revise

James Foglesong
Horizon Bancorp
December 31, 2007 Page 2
your disclosure here and in your footnotes accordingly or advise us.  Additional information is available in Section II.P.1. of the November 30, 2006 Current Accounting and Disclosure Issues in the Division of Corporation Finance Outline available on the SEC’s web-site.
 Financial Statements

 Note 1 – Nature of Operations and Summary of Significant Accounting Policies

 Mortgage Warehouse Loans, page 44

 2. Based on your disclosures and current balance sheet presentation, it appears you account for the initial transfer of the loans from the mortgage companies as a sale under SFAS 140 rather than a secured borrowing with a pledge of collateral.  Please tell us how you determined each of the criteria in paragraph 9 of SFAS 140 was met for the initial transfer of loans from the mortgage company to you.

a. Please tell us how you considered the fact that you use the stated interest rate in the agreement with each mortgage company for interest income recognition, and not the interest rates on the individual loans in your determination.  In your assessment of the criteria in paragraph 9, specifically address how you considered whether you are eligible to retain the contractual cash flows of the underlying mortgage loans.

b. Please tell us whether you or the initial transferor has obtained a valid legal sale opinion for these transfers.   Tell us whether your auditor has reviewed the legal opinion and concluded on its appropriateness as supporting evidence of your compliance with paragraph 9 of SFAS 140.

c. Considering your disclosure that the mortgage company has the right to repurchase the loan at par and considering the guidance in paragraph 52 of SFAS 140 which states that a call or other right conveys more than a trivial benefit if the price to be paid is fixed, determinable, or otherwise potentially advantageous, please tell us how you determined that the criteria in paragraph 9(c)(2) was met.

d. If you believe that the initial transfer of loans from the mortgage company to you should be accounted for as a secured borrowing with a pledge of collateral pursuant to paragraph 12 of SFAS 140, please revise to restate your financial statements for all periods presented and revise all related disclosure accordingly.  If you believe the effect of the correction of the error is not material and a restatement is not required, please provide us

James Foglesong
Horizon Bancorp
December 31, 2007 Page 3
with your SAB 99 materiality analysis which addresses the guidance in SAB 108.
 Assuming you are able to support that the initial transfer of loans from the mortgage company to you meets the criteria in paragraph 9 of SFAS 140 and should receive “sale” accounting, we have the following comments:

3. Please tell us why you do not classify your mortgage warehouse loans as held for sale reported at the lower of cost or market value considering that you disclose that they are generally held no more than 90 days and are typically resold within 30 days.  Refer to paragraph .08.a. of SOP 01-6.
 4. Tell us how you determined your use of the stated interest rate in the agreement with each mortgage company for interest income recognition, and not the interest rates on the individual loans is consistent with sale accounting.

5. Please tell us how you account for the transferors “repurchase option”.
Specifically tell us how you considered whether the “repurchase option” met the definition of a derivative in SFAS 133 which should be accounted for at fair value.
 6. On page 14 you disclose that the mortgage company has the right to repurchase a sold loan while on page 24 you disclose that the mortgage company has a repurchase obligation.  Please revise to clearly disclose the rights and obligations of the mortgage companies.
 7. You disclose on page 10 that you processed over $2.3 billion in mortgage warehouse loans.  Please revise to disclose how these cash flows are presented in the statement of cash flows and tell us how you considered the guidance in paragraph 9 of SFAS 102.

Note 3 – Investment Securities, page 50

8. If true, please revise to disclose that as of each balance sheet date presented, you have the positive intent and ability to retain your impaired investments until the earlier of their recovery in fair value or maturity.  If you are unable to make this assertion, please tell us how you concluded that the impairment of your securities was temporary.  Refer to FASB Sta ff Position Nos. FAS 115-1 and FAS 124-1
(As Amended) and SAB Topic 5M, Other Than Temporary Impairment of Certain Investments in Debt and Equity Securities.

James Foglesong
Horizon Bancorp
December 31, 2007 Page 4  Note 11 – Subordinated Debentures, page 57

 9. We note that your Horizon and Alliance Financial Statutory Trusts were created to issue trust preferred securities.  Please revise to disclose, if true, that each subsidiary is 100% owned by the parent company and that the parent company has fully and unconditionally guaranteed the securities.  Refer to Rule 3.10(b) of Regulation S-X.
 Note 12 – Employee Stock Bonus Plan, page 58

 10. Please revise to disclose the information required in paragraph 53 of SOP 93-6 for your employee stock ownership plan.
   As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.  Please provide us draft copies of your proposed revisions prior to filing your amendment.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company 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 connection with responding to our comments, please provide, in writing, a statement from the company 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.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

James Foglesong
Horizon Bancorp December 31, 2007 Page 5
   You may contact Michael Volley, Staff Accountant, at (202) 551-3437 or me at
(202) 551-3494 if you have questions regarding our comments.

Sincerely,    Kevin W. Vaughn Accounting Branch Chief