<PAGE>

      As Filed with the Securities and Exchange Commission on June 10, 1994
- ---------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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


                           FIRST MERCHANTS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


          INDIANA                                        35-1544218
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


                                200 East Jackson
                             Muncie, Indiana  47305
                     (Address of Principal Executive Offices
                               Including Zip Code)

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


               FIRST MERCHANTS CORPORATION 1994 STOCK OPTION PLAN
                            (Full title of the plan)


     Larry R. Helms           With a Copy to:     David R. Prechtel, Esq.
     200 E. Jackson                               Bingham Summers Welsh &
     Muncie, IN  47305                             Spilman
     (317) 747-1530                               2700 Market Tower
     (Name, address and telephone                 10 West Market Street
     number, including area code, of              Indianapolis, IN  46204
     agent for service)

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



Page 1 of 24 Pages                                   Exhibit Index is on Page 16

<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Title of              Amount         Proposed       Proposed     Amount of
Securities to         to be          Maximum        Maximum      Registration
be Registered         Registered     Offering       Aggregate    Fee
                                     Price          Offering
                                     Per Share (1)  Price (1)

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<S>                   <C>            <C>            <C>          <C>
Options issued
pursuant to the
First Merchants
Corporation
1994 Stock
Option Plan           210,000        $29.50         $6,195,000   $2,136.20
                      Options


Common Stock,
No Par Value          210,000 Shares $29.50         $6,195,000   $2,136.20
                                                                  --------
Total                                                            $4,272.41
                                                                  --------
                                                                  --------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<FN>
(1)  Estimated solely for purpose of calculating the registration
     fee in accordance with Rule 457.
</TABLE>

<PAGE>

                                                                      PROSPECTUS


                           FIRST MERCHANTS CORPORATION
                             1994 STOCK OPTION PLAN

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

                         210,000 Shares of Common Stock
                                  No Par Value

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


     Employees of First Merchants Corporation (the "Company") and such of its
subsidiaries as shall be designated by the Compensation Committee of the
Company's Board of Directors (the "Committee") and directors of the Company are
hereby offered the opportunity to participate in the First Merchants Corporation
1994 Stock Option Plan (the "Plan").

     A description of the Plan is set forth in this Prospectus.  Generally, the
Plan provides for the issuance of Incentive Stock Options ("Incentive Stock
Options") and Non-Qualified Stock Options ("Non-Qualified Stock Options")
(collectively "Options") to acquire up to an aggregate of 210,000 shares of the
no par value common stock of the Company ("Common Stock").  The Plan will be
administered by the Committee who will, subject to the terms of the Plan,
designate key employees of the Company and its subsidiaries to receive Options,
and determine the number of Options to be issued, the exercise price, the terms
of the Options and the allocation thereof among key employees.  Non-Qualified
Stock Options to purchase 400 shares of Common Stock will automatically be
granted to all non-employee directors of the Company each July 1 during the term
of the Plan.

     This Prospectus relates to the Options to be issued to employees of the
Company and its designated subsidiaries and the Company's directors pursuant to
the Plan, as well as the distribution by the Plan of shares of the Company's
Common Stock pursuant thereto.

     No person has been authorized to give any information or to make any
representations other than those in this Prospectus in connection with the offer
contained in this Prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company.  This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any security other than the securities offered
by this Prospectus, nor does it constitute an offer to sell or a solicitation of
an offer to buy the securities by anyone in any jurisdiction in which such offer
or solicitation is not authorized or in which the person making such offer is
not qualified to do so, or to any person to whom it is unlawful to make such an
offer or solicitation in such jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implications that the information herein is correct as of any time
subsequent to the date hereof.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                  The date of this Prospectus is June 14, 1994.


<PAGE>
                                   THE COMPANY


     The Company's principal executive office is located at 200 East Jackson
Street, Muncie, Indiana 47305 and its telephone number is (317) 747-1500.


                               SUMMARY OF THE PLAN

     The following information summarizes certain features of the Plan.  This
summary is qualified in its entirety by reference to the official text of the
Plan, a copy of which may be obtained from the Company in the manner described
under "ADDITIONAL INFORMATION."

GENERAL INFORMATION

     The Plan was adopted by the Board of Directors of the Company on
December 14, 1993 and approved by the shareholders of the Company on March 31,
1994.  The effective date of the Plan is July 1, 1994.  The purpose of the Plan
is to promote the long-term success of the Company and its subsidiaries, and to
attract, retain, and motivate key employees and directors while creating a
long-term mutuality of interest with shareholders.

     The Plan provides for the issuance of Options to acquire the Company's
Common Stock.  The Plan will be administered by the Committee who will, subject
to the terms of the Plan, designate key employees of the Company or any
subsidiary to receive Options, and determine the number of Options to be issued,
the exercise price, the term of the Options, and the allocation thereof among
key employees.  Non-Qualified Options to purchase 400 shares of common stock
shall automatically be granted to all non-employee directors of the Company each
July 1 during the term of the Plan.  No Options may be issued pursuant to the
Plan after June 30, 1999.

     The Plan provides that the exercise price of Options may not be less than
the fair market value of the shares upon grant of the Option, and that the price
may be paid in cash, shares of the Company's Common Stock owned by the optionee
or a combination thereof.  The exercise price of Non-Qualified Stock Options
granted to non-employee directors shall be the fair market value of the shares
upon grant of the Option.  Shares of Common Stock of the Company to be issued
under the Plan shall be made available at the discretion of the Board, either
from authorized but unissued shares or from issued shares reacquired by the
Company.  The aggregate number of shares of Common stock that may be issued
under the Plan shall not exceed 210,000 shares.  Where Options are for any
reason canceled, or expire or terminate unexercised, the shares covered by such
Options shall again be available for grant of Options.

     Options become fully exercisable six months after the date of grant.  The
shares covered by an Option may be purchased on or after the exercise dates and
in such amounts as the Committee may determine, provided that in no event may an
Option be exercisable more than 10 years from the date of grant.  Further, all
Options outstanding will become exercisable upon a change in control (as defined
in the Plan) of the Company.

     An Option granted under the Plan may not be transferred except by will or
the laws of descent and distribution and, during the lifetime of the employee or
director to whom granted, may be exercised only by such employee or director, or
his or her guardian or legal representative.


                                     Page 2
<PAGE>

     Upon the termination of an Option holder's employment (for any reason other
than retirement, disability, death or termination for deliberate, willful or
gross misconduct), Option privileges shall be limited to the shares which were
immediately purchasable at the date of such termination and such Option
privileges shall expire unless exercised before the date of such termination.
If an Option holder's employment is terminated for deliberate, willful or gross
misconduct, as determined by the Board, all rights under the Option shall expire
upon receipt of the notice of such termination.

     In the event of an Option holder's retirement or disability, Option
privileges shall apply to those shares immediately purchasable at the date of
separation from service.  The Committee, in its sole discretion, may provide
that any Options outstanding but not yet exercisable upon the separation of the
Option holder may become exercisable in accordance with a schedule determined by
the Committee; provided, however, that in the event of retirement no options
shall become exercisable until at least six months after grant.  Option
privileges under Incentive Stock Options shall expire unless exercised within
three months from the date of separation, but no later than the date on which
the Option terminates.  Option privileges under Non-Qualified Stock Options
shall expire unless exercised within five years from the date of separation, but
no later than the date on which the Option terminates.

     Upon the death of an Option holder, Option privileges shall apply to those
shares which were immediately purchasable at the time of death.  Option
privileges shall expire unless exercised by legal representatives or
beneficiaries within one year after the date of the employee's or director's
death, but no later than the date on which the Option terminates.


     In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering, or any
other change in the corporate structure of the Company, the Committee shall make
such adjustments, if any, as are appropriate in the number and kind of shares
authorized by the Plan, in the number and kind of shares covered by the Options
granted and in the Option price.

     The Board may discontinue the Plan at any time and may from time to time
amend or revise the terms of the Plan as permitted by applicable statutes,
except that it may not revoke or alter, in a manner unfavorable to the holders,
any Options then outstanding, or amend the Plan without shareholder approval so
as to materially:  (i) increase the benefits accruing to participants under the
Plan; (ii) increase the number of securities which may be issued under the Plan;
(iii) modify the requirements as to eligibility for participation in the Plan;
or (iv) increase the cost of the Plan to the Company.  In addition, Plan
provisions relating to non-employee directors may not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder.


ELIGIBILITY

     The Committee will designate key employees of the Company or its
subsidiaries (First Merchants Bank, N.A., First United Bank and Pendleton
Banking Company) to receive Options under the Plan.  No employee may be issued
Options (see "ERISA and Federal Income Taxes") if such employee owns Company
Common Stock possessing more than 10% of the total combined voting power of all
classes of


                                     Page 3
<PAGE>

stock of the Company, and the aggregate fair market value of the Common Stock
subject to Options which are exercisable by the employee for the first time
during that calendar year exceeds $100,000.


RESTRICTIONS ON REOFFERS OR RESALES

     This Prospectus has been prepared in accordance with the requirements of
Form S-8 and, accordingly, does not cover reoffers or resales of shares of
Common Stock acquired pursuant to the Plan.  Plan participants who acquire such
shares pursuant to the Plan who are deemed to be affiliates of the Company may
only resell or reoffer shares acquired pursuant to the Plan under an exemption
from the registration requirements of the Securities Act of 1933 (the "1933
Act") or pursuant to a prospectus which meets the requirements of General
Instruction C of Form S-8.  The exemption provided by Rule 144 under the 1933
Act would be available to such affiliates so long as the Company continues to be
in compliance with the reporting requirements and if the affiliate satisfies the
other requirements of that rule.  For purposes of the 1933 Act, in general, an
"affiliate" of a company is "a person" (as defined in the 1933 Act) that
"directly or indirectly . . . controls" such company.

     Participants who are not deemed to be affiliates of the Company may sell
shares of Common Stock acquired pursuant to the Plan free from restriction,
other than the general prohibition of federal and state securities laws on
trading securities while in possession of material non-public information
concerning the Company.

ADMINISTRATION

     The Plan is administered by the Committee which consists of three or more
non-employee members of the Board of Directors of the Company (the "Board") all
of whom shall be "disinterested persons" as such term is defined in the rules of
the Securities and Exchange Commission, as amended from time to time.  The
Committee shall have full authority to establish regulations for the
administration of the Plan and to make any other determination it deems
necessary to administer the Plan.  The members of the Committee serve for one-
year periods and may be removed at any time by the Board.


INVESTMENT OF FUNDS

     Shares of Common Stock to be issued by the Company pursuant to the Plan may
be authorized but unissued shares or shares reacquired by the Company on the
open market or from private parties who may be affiliates of the Company.  No
fees, commissions, or other charges, except reasonable interest charges for
deferred payment of the purchase price shall be paid to purchase Common Stock
from private parties who may be affiliates of the Company.


ERISA AND FEDERAL INCOME TAXES

     The provisions of the federal income tax laws relating to the Plan are
complex, subject to amendment and to various interpretations.  The following
statement is intended only as a summary of the Company's interpretation of the
principal federal income tax consequences of participation in the Plan.  Plan
participants are advised to consult their personal tax consultant regarding the
federal, state, local and other tax consequences applicable to them.


                                     Page 4
<PAGE>

     The Plan is not and will not be qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and is not subject to
any provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").  The Plan provides that the Committee may determine whether
the Options to be issued are to be Incentive Stock Options under Section 422A of
the Internal Revenue Code of 1986, as amended, or Non-qualified Stock Options.
Assuming the Options are not traded on an established market at the time they
are granted, the issuance of Options will not cause any federal income tax
consequences to the recipient or the Company.  The difference between the
purchase price and the fair market value of any Common Stock purchased through
the exercise of a Non-qualified Stock Option is includable, on the exercise
date, as ordinary income to the optionee for federal income tax purposes.  This
difference is not includable in the optionee's gross income for Common Stock
purchased through the exercise of an Incentive Stock Option until that Common
Stock is sold, unless a disqualifying disposition occurs.  The Company may
deduct for federal income tax purposes the difference between the purchase price
and the fair market value of any Common Stock purchased through the exercise of
a Non-qualified Stock Option at the time the difference is included in the
optionee's gross income.  No deduction is permitted in connection with an
Incentive Stock Option unless a disqualifying disposition occurs.

                             ADDITIONAL INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the public reference offices of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N. W.,
Washington, D.C.  20549 and at the Commission's regional offices located at
Northwest Atrium Center, 500 West Meridian Street, Suite 1400, Chicago, Illinois
60611-2511; and at 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
     The Company has filed with the Commission in Washington, D.C. a
registration statement on Form S-8 (the "Registration Statement") under the 1933
Act, with respect to the securities offered hereby.  This Prospectus does not
contain all the information set forth in the Registration Statement and the
Exhibits relating thereto.  For further information with respect to the Company
and the securities offered by this Prospectus, reference is made to such
Registration Statement and Exhibits.

     Statements contained in this Prospectus as to the contents of any document
are not necessarily complete.  In each instance reference is hereby made to the
copy of such document filed as an exhibit to the Registration Statement for a
full statement of the provisions thereof and each such statement in this
Prospectus is qualified in all respects by such reference.

     The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the following documents
which are incorporated in this Prospectus by reference, other than exhibits to
such documents:

          (1)  The Company's Annual Report on Form 10-K for the year ended
     December 31, 1993.


                                     Page 5
<PAGE>

          (2)  All reports filed by the Company pursuant to Sections 13(a) or
     15(d) of the 1934 Act since December 31, 1993.

          (3)  The description of the Company's Common Stock which is contained
     in the registration statement on Form 8-A filed by the Company under
     Section 12 of the 1934 Act, including any amendment or report filed for the
     purpose of updating such description.

          (4)  All documents filed by the Company regarding the Plan pursuant to
     Sections 13, 14 or 15(d) of the 1934 Act, subsequent to the date of the
     Prospectus and prior to the filing of a post-effective amendment to the
     Registration Statement which indicates that all securities offered hereby
     have been sold or which deregisters all securities then remaining unsold.

     The Company will also provide, without charge, to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
any such person a copy of such other documents required to be delivered pursuant
to Rule 428(b) of the 1933 Act.  Participants in the Plan should direct
requests for such copies and any other information about the Plan and the
Committee to Larry R. Helms, First Merchants Corporation, 200 East Jackson
Street, Box 792, Muncie, Indiana 47305 (Telephone: (317) 747-1500).

                                 LEGAL OPINIONS

     Certain legal matters relating to the validity of the securities offered
hereby have been passed upon for the Company by Bingham Summers Welsh & Spilman,
2700 Market Tower, 10 West Market Street, Indianapolis, Indiana 46204-2982.


                                     Page 6
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE


     The following documents, which have heretofore been filed by the Company
with the Commission, are incorporated by reference and shall be deemed to be a
part hereto.

          (1)  The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.

          (2)  All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the 1934 Act since December 31, 1993.

          (3)  The description of the Company's Common Stock which is contained
in the registration statement on Form 8-A filed by the Company under Section 12
of the 1934 Act, including any amendment or report filed for the purpose of
updating such description.

     All documents filed by the Company regarding the Plan pursuant to Sections
13, 14, or 15(d) of the 1934 Act, subsequent to the date of the Prospectus and
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Articles of Incorporation of the Registrant provide indemnification
protection in favor of all officers and directors of the Registrant and its
subsidiaries, except for the acts or omissions of such officers and directors
not performed in good faith or in the best interests of the Registrant.

     In addition, under the provisions of the Indiana Business Corporation Law
("Corporate Act"), directors are not liable for any action taken as a director,
or any failure to take any action, unless (i) the director has breached or
failed to perform the duties of the director's office in compliance with IC
23-1-35; and (ii) the breach or failure to perform constitutes willful
misconduct or recklessness.  The Corporate Act also allows indemnification of
officers and directors if:

            1.    the individual's conduct was in good faith; and

            2.    the individual reasonably believed:


                                     Page 7
<PAGE>

                  A)    in the case of conduct in the individual's official
                        capacity with the corporation, that the individual's
                        conduct was in its best interests; and

                  B)    in all other cases, that the individual's conduct was at
                        least not opposed to its best interests; and

            3.    in the case of any criminal proceeding, the individual either:

                  A)    had reasonable cause to believe that the individual's
                        conduct was lawful; or

                  B)    had no reason to believe the individual's conduct was
                        unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person in connection with the securities being registered hereby) is asserted
against the Registrant by such director, officer, or controlling person in
connection with the securities registered hereby, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

     The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Act, which might be incurred by them in such capacities and
against which they cannot be indemnified by the Registrant.


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


                                     Page 8
<PAGE>

Item 8.  EXHIBITS.

Exhibit No.               Description of Exhibit
- -----------               ----------------------

    4.                     First Merchants Corporation
                           1994 Stock Option Plan.

    5.                     Opinion of Bingham Summers
                           Welsh & Spilman relating to legality
                           of securities being registered.

   15.                     None

   23.a.                   Consent of Bingham Summers
                           Welsh & Spilman.*

   23.b.                   Consent of Geo. S. Olive & Co.

   24.                     Power of Attorney included in
                           "Signatures" section.

25-29.                     None.

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

*Included in opinion.


Item 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section 10(a)(3) of
                    the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

             (iii)  To include any material information with respect to the plan
                    or distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in the registration statement.


                                     Page 9
<PAGE>

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

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

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual reports
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Stefan S. Anderson and Larry R. Helms and each of them his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.


                                     Page 10
<PAGE>

                                   SIGNATURES

THE REGISTRANT.

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Muncie, State of Indiana, on June 10, 1994.


                                        FIRST MERCHANTS CORPORATION


                                        By:/s/ Stefan S. Anderson
                                           --------------------------
                                           Stefan S. Anderson
                                           President


                                     Page 11
<PAGE>

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


    Signature                     Capacity                         Date
    ---------                     --------                         ----


/s/ Stefan S. Anderson        Director, Chairman and           June 10, 1994
- --------------------------    Principal Executive Officer
Stefan S. Anderson

/s/ Robert M. Smitson         Director and Vice Chairman       June 10, 1994
- --------------------------
Robert M. Smitson

/s/ Thomas B. Clark           Director                         June 10, 1994
- --------------------------
Thomas B. Clark

/s/ Michael L. Cox            Director                         June 10, 1994
- --------------------------
Michael L. Cox

/s/ David A. Galliher         Director                         June 10, 1994
- --------------------------
David A. Galliher

/s/ Dr. Thomas K. Gardiner    Director                         June 10, 1994
- --------------------------
Dr. Thomas K. Gardiner

/s/ Hurley C. Goodall         Director                         June 10, 1994
- --------------------------
Hurley C. Goodall

/s/ John W. Hartmeyer         Director                         June 10, 1994
- --------------------------
John W. Hartmeyer

/s/ Nelson W. Heinrichs       Director                         June 10, 1994
- -------------------------
Nelson W. Heinrichs

/s/ Jon H. Moll               Director                         June 10, 1994
- ------------------------
Jon H. Moll

/s/ Joseph E. Wilson          Director                         June 10, 1994
- ------------------------
Joseph E. Wilson

/s/ Robert F. Wisehart        Director                         June 10, 1994
- ----------------------
Robert F. Wisehart

/s/ John E. Worthen           Director                         June 10, 1994
- ------------------------
John E. Worthen

/s/ James L. Thrash           Principal Financial              June 10, 1994
- ------------------------      and Principal Accounting
James L. Thrash               Officer


                                     Page 12
<PAGE>

THE PLAN.

     Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Muncie, State of Indiana
on the 10th day of June, 1994.


                                   FIRST MERCHANTS CORPORATION 1994 STOCK
                                           OPTION PLAN


                                   By:/s/ Thomas B. Clark
                                      --------------------------------------
                                      Thomas B. Clark,
                                      Compensation Committee Member


                                   By:/s/ John W. Hartmeyer
                                      --------------------------------------
                                      John W. Hartmeyer,
                                      Compensation Committee Member


                                   By:/s/ Robert M. Smitson
                                      --------------------------------------
                                      Robert M. Smitson,
                                      Compensation Committee Member


                                     Page 13
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                   Decription of Exhibit             Form S-8 Page
- -----------                   ---------------------             -------------

    4.                    First Merchants Corporation
                          1994 Stock Option Plan.                      17


    5.                    Opinion of Bingham Summers
                          Welsh & Spilman relating to legality
                          of securities being registered.              22

   15.                    None

   23.a.                  Consent of Bingham Summers
                          Welsh & Spilman.                             *

   23.b.                  Consent of Geo. S. Olive & Co.               24

   24.                    Power of Attorney included in
                          "Signatures" section.

25-29.                    None.

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

*Included in opinion.


                                     Page 14
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 38209}]
{"company-data": {"conformed-name": "FIRST MERCHANTS CORP", "cik": "0000712534", "assigned-sic": "6022", "irs-number": "351544218", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54065", "film-number": "94533761"}, "business-address": {"street1": "200 E JACKSON ST", "street2": "P.O . BOX 792", "city": "MUNCIE", "state": "IN", "zip": "47308-0792", "phone": "3177471500"}}
As Filed with the Securities and Exchange Commission on June 10, 1994
- ---------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                           FIRST MERCHANTS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          INDIANA                                        35-1544218
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

                                200 East Jackson
                             Muncie, Indiana  47305
                     (Address of Principal Executive Offices
                               Including Zip Code)

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

               FIRST MERCHANTS CORPORATION 1994 STOCK OPTION PLAN
                            (Full title of the plan)

     Larry R. Helms           With a Copy to:     David R. Prechtel, Esq.
     200 E. Jackson                               Bingham Summers Welsh &
     Muncie, IN  47305                             Spilman
     (317) 747-1530                               2700 Market Tower
     (Name, address and telephone                 10 West Market Street
     number, including area code, of              Indianapolis, IN  46204
     agent for service)

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

Page 1 of 24 Pages                                   Exhibit Index is on Page 16
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Title of              Amount         Proposed       Proposed     Amount of
Securities to         to be          Maximum        Maximum      Registration
be Registered         Registered     Offering       Aggregate    Fee
                                     Price          Offering
                                     Per Share (1)  Price (1)

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Options issued
pursuant to the
First Merchants
Corporation
1994 Stock
Option Plan           210,000        $29.50         $6,195,000   $2,136.20
                      Options

Common Stock,
No Par Value          210,000 Shares $29.50         $6,195,000   $2,136.20
                                                                  --------
Total                                                            $4,272.41
                                                                  --------
                                                                  --------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1)  Estimated solely for purpose of calculating the registration
     fee in accordance with Rule 457.
PROSPECTUS

                           FIRST MERCHANTS CORPORATION
                             1994 STOCK OPTION PLAN

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

                         210,000 Shares of Common Stock
                                  No Par Value

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

     Employees of First Merchants Corporation (the "Company") and such of its
subsidiaries as shall be designated by the Compensation Committee of the
Company's Board of Directors (the "Committee") and directors of the Company are
hereby offered the opportunity to participate in the First Merchants Corporation
1994 Stock Option Plan (the "Plan").

     A description of the Plan is set forth in this Prospectus.  Generally, the
Plan provides for the issuance of Incentive Stock Options ("Incentive Stock
Options") and Non-Qualified Stock Options ("Non-Qualified Stock Options")
(collectively "Options") to acquire up to an aggregate of 210,000 shares of the
no par value common stock of the Company ("Common Stock").  The Plan will be
administered by the Committee who will, subject to the terms of the Plan,
designate key employees of the Company and its subsidiaries to receive Options,
and determine the number of Options to be issued, the exercise price, the terms
of the Options and the allocation thereof among key employees.  Non-Qualified
Stock Options to purchase 400 shares of Common Stock will automatically be
granted to all non-employee directors of the Company each July 1 during the term
of the Plan.

     This Prospectus relates to the Options to be issued to employees of the
Company and its designated subsidiaries and the Company's directors pursuant to
the Plan, as well as the distribution by the Plan of shares of the Company's
Common Stock pursuant thereto.

     No person has been authorized to give any information or to make any
representations other than those in this Prospectus in connection with the offer
contained in this Prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company.  This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any security other than the securities offered
by this Prospectus, nor does it constitute an offer to sell or a solicitation of
an offer to buy the securities by anyone in any jurisdiction in which such offer
or solicitation is not authorized or in which the person making such offer is
not qualified to do so, or to any person to whom it is unlawful to make such an
offer or solicitation in such jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implications that the information herein is correct as of any time
subsequent to the date hereof.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                  The date of this Prospectus is June 14, 1994.
THE COMPANY

     The Company's principal executive office is located at 200 East Jackson
Street, Muncie, Indiana 47305 and its telephone number is (317) 747-1500.

                               SUMMARY OF THE PLAN

     The following information summarizes certain features of the Plan.  This
summary is qualified in its entirety by reference to the official text of the
Plan, a copy of which may be obtained from the Company in the manner described
under "ADDITIONAL INFORMATION."

GENERAL INFORMATION

     The Plan was adopted by the Board of Directors of the Company on
December 14, 1993 and approved by the shareholders of the Company on March 31,
1994.  The effective date of the Plan is July 1, 1994.  The purpose of the Plan
is to promote the long-term success of the Company and its subsidiaries, and to
attract, retain, and motivate key employees and directors while creating a
long-term mutuality of interest with shareholders.

     The Plan provides for the issuance of Options to acquire the Company's
Common Stock.  The Plan will be administered by the Committee who will, subject
to the terms of the Plan, designate key employees of the Company or any
subsidiary to receive Options, and determine the number of Options to be issued,
the exercise price, the term of the Options, and the allocation thereof among
key employees.  Non-Qualified Options to purchase 400 shares of common stock
shall automatically be granted to all non-employee directors of the Company each
July 1 during the term of the Plan.  No Options may be issued pursuant to the
Plan after June 30, 1999.

     The Plan provides that the exercise price of Options may not be less than
the fair market value of the shares upon grant of the Option, and that the price
may be paid in cash, shares of the Company's Common Stock owned by the optionee
or a combination thereof.  The exercise price of Non-Qualified Stock Options
granted to non-employee directors shall be the fair market value of the shares
upon grant of the Option.  Shares of Common Stock of the Company to be issued
under the Plan shall be made available at the discretion of the Board, either
from authorized but unissued shares or from issued shares reacquired by the
Company.  The aggregate number of shares of Common stock that may be issued
under the Plan shall not exceed 210,000 shares.  Where Options are for any
reason canceled, or expire or terminate unexercised, the shares covered by such
Options shall again be available for grant of Options.

     Options become fully exercisable six months after the date of grant.  The
shares covered by an Option may be purchased on or after the exercise dates and
in such amounts as the Committee may determine, provided that in no event may an
Option be exercisable more than 10 years from the date of grant.  Further, all
Options outstanding will become exercisable upon a change in control (as defined
in the Plan) of the Company.

     An Option granted under the Plan may not be transferred except by will or
the laws of descent and distribution and, during the lifetime of the employee or
director to whom granted, may be exercised only by such employee or director, or
his or her guardian or legal representative.

                                     Page 2
Upon the termination of an Option holder's employment (for any reason other
than retirement, disability, death or termination for deliberate, willful or
gross misconduct), Option privileges shall be limited to the shares which were
immediately purchasable at the date of such termination and such Option
privileges shall expire unless exercised before the date of such termination.
If an Option holder's employment is terminated for deliberate, willful or gross
misconduct, as determined by the Board, all rights under the Option shall expire
upon receipt of the notice of such termination.

     In the event of an Option holder's retirement or disability, Option
privileges shall apply to those shares immediately purchasable at the date of
separation from service.  The Committee, in its sole discretion, may provide
that any Options outstanding but not yet exercisable upon the separation of the
Option holder may become exercisable in accordance with a schedule determined by
the Committee; provided, however, that in the event of retirement no options
shall become exercisable until at least six months after grant.  Option
privileges under Incentive Stock Options shall expire unless exercised within
three months from the date of separation, but no later than the date on which
the Option terminates.  Option privileges under Non-Qualified Stock Options
shall expire unless exercised within five years from the date of separation, but
no later than the date on which the Option terminates.

     Upon the death of an Option holder, Option privileges shall apply to those
shares which were immediately purchasable at the time of death.  Option
privileges shall expire unless exercised by legal representatives or
beneficiaries within one year after the date of the employee's or director's
death, but no later than the date on which the Option terminates.

     In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering, or any
other change in the corporate structure of the Company, the Committee shall make
such adjustments, if any, as are appropriate in the number and kind of shares
authorized by the Plan, in the number and kind of shares covered by the Options
granted and in the Option price.

     The Board may discontinue the Plan at any time and may from time to time
amend or revise the terms of the Plan as permitted by applicable statutes,
except that it may not revoke or alter, in a manner unfavorable to the holders,
any Options then outstanding, or amend the Plan without shareholder approval so
as to materially:  (i) increase the benefits accruing to participants under the
Plan; (ii) increase the number of securities which may be issued under the Plan;
(iii) modify the requirements as to eligibility for participation in the Plan;
or (iv) increase the cost of the Plan to the Company.  In addition, Plan
provisions relating to non-employee directors may not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder.

ELIGIBILITY

     The Committee will designate key employees of the Company or its
subsidiaries (First Merchants Bank, N.A., First United Bank and Pendleton
Banking Company) to receive Options under the Plan.  No employee may be issued
Options (see "ERISA and Federal Income Taxes") if such employee owns Company
Common Stock possessing more than 10% of the total combined voting power of all
classes of

                                     Page 3
stock of the Company, and the aggregate fair market value of the Common Stock
subject to Options which are exercisable by the employee for the first time
during that calendar year exceeds $100,000.

RESTRICTIONS ON REOFFERS OR RESALES

     This Prospectus has been prepared in accordance with the requirements of
Form S-8 and, accordingly, does not cover reoffers or resales of shares of
Common Stock acquired pursuant to the Plan.  Plan participants who acquire such
shares pursuant to the Plan who are deemed to be affiliates of the Company may
only resell or reoffer shares acquired pursuant to the Plan under an exemption
from the registration requirements of the Securities Act of 1933 (the "1933
Act") or pursuant to a prospectus which meets the requirements of General
Instruction C of Form S-8.  The exemption provided by Rule 144 under the 1933
Act would be available to such affiliates so long as the Company continues to be
in compliance with the reporting requirements and if the affiliate satisfies the
other requirements of that rule.  For purposes of the 1933 Act, in general, an
"affiliate" of a company is "a person" (as defined in the 1933 Act) that
"directly or indirectly . . . controls" such company.

     Participants who are not deemed to be affiliates of the Company may sell
shares of Common Stock acquired pursuant to the Plan free from restriction,
other than the general prohibition of federal and state securities laws on
trading securities while in possession of material non-public information
concerning the Company.

ADMINISTRATION

     The Plan is administered by the Committee which consists of three or more
non-employee members of the Board of Directors of the Company (the "Board") all
of whom shall be "disinterested persons" as such term is defined in the rules of
the Securities and Exchange Commission, as amended from time to time.  The
Committee shall have full authority to establish regulations for the
administration of the Plan and to make any other determination it deems
necessary to administer the Plan.  The members of the Committee serve for one-
year periods and may be removed at any time by the Board.

INVESTMENT OF FUNDS

     Shares of Common Stock to be issued by the Company pursuant to the Plan may
be authorized but unissued shares or shares reacquired by the Company on the
open market or from private parties who may be affiliates of the Company.  No
fees, commissions, or other charges, except reasonable interest charges for
deferred payment of the purchase price shall be paid to purchase Common Stock
from private parties who may be affiliates of the Company.

ERISA AND FEDERAL INCOME TAXES

     The provisions of the federal income tax laws relating to the Plan are
complex, subject to amendment and to various interpretations.  The following
statement is intended only as a summary of the Company's interpretation of the
principal federal income tax consequences of participation in the Plan.  Plan
participants are advised to consult their personal tax consultant regarding the
federal, state, local and other tax consequences applicable to them.

                                     Page 4
The Plan is not and will not be qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and is not subject to
any provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").  The Plan provides that the Committee may determine whether
the Options to be issued are to be Incentive Stock Options under Section 422A of
the Internal Revenue Code of 1986, as amended, or Non-qualified Stock Options.
Assuming the Options are not traded on an established market at the time they
are granted, the issuance of Options will not cause any federal income tax
consequences to the recipient or the Company.  The difference between the
purchase price and the fair market value of any Common Stock purchased through
the exercise of a Non-qualified Stock Option is includable, on the exercise
date, as ordinary income to the optionee for federal income tax purposes.  This
difference is not includable in the optionee's gross income for Common Stock
purchased through the exercise of an Incentive Stock Option until that Common
Stock is sold, unless a disqualifying disposition occurs.  The Company may
deduct for federal income tax purposes the difference between the purchase price
and the fair market value of any Common Stock purchased through the exercise of
a Non-qualified Stock Option at the time the difference is included in the
optionee's gross income.  No deduction is permitted in connection with an
Incentive Stock Option unless a disqualifying disposition occurs.

                             ADDITIONAL INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the public reference offices of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N. W.,
Washington, D.C.  20549 and at the Commission's regional offices located at
Northwest Atrium Center, 500 West Meridian Street, Suite 1400, Chicago, Illinois
60611-2511; and at 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material can also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
     The Company has filed with the Commission in Washington, D.C. a
registration statement on Form S-8 (the "Registration Statement") under the 1933
Act, with respect to the securities offered hereby.  This Prospectus does not
contain all the information set forth in the Registration Statement and the
Exhibits relating thereto.  For further information with respect to the Company
and the securities offered by this Prospectus, reference is made to such
Registration Statement and Exhibits.

     Statements contained in this Prospectus as to the contents of any document
are not necessarily complete.  In each instance reference is hereby made to the
copy of such document filed as an exhibit to the Registration Statement for a
full statement of the provisions thereof and each such statement in this
Prospectus is qualified in all respects by such reference.

     The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the following documents
which are incorporated in this Prospectus by reference, other than exhibits to
such documents:

          (1)  The Company's Annual Report on Form 10-K for the year ended
     December 31, 1993.

                                     Page 5
(2)  All reports filed by the Company pursuant to Sections 13(a) or
     15(d) of the 1934 Act since December 31, 1993.

          (3)  The description of the Company's Common Stock which is contained
     in the registration statement on Form 8-A filed by the Company under
     Section 12 of the 1934 Act, including any amendment or report filed for the
     purpose of updating such description.

          (4)  All documents filed by the Company regarding the Plan pursuant to
     Sections 13, 14 or 15(d) of the 1934 Act, subsequent to the date of the
     Prospectus and prior to the filing of a post-effective amendment to the
     Registration Statement which indicates that all securities offered hereby
     have been sold or which deregisters all securities then remaining unsold.

     The Company will also provide, without charge, to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
any such person a copy of such other documents required to be delivered pursuant
to Rule 428(b) of the 1933 Act.  Participants in the Plan should direct
requests for such copies and any other information about the Plan and the
Committee to Larry R. Helms, First Merchants Corporation, 200 East Jackson
Street, Box 792, Muncie, Indiana 47305 (Telephone: (317) 747-1500).

                                 LEGAL OPINIONS

     Certain legal matters relating to the validity of the securities offered
hereby have been passed upon for the Company by Bingham Summers Welsh & Spilman,
2700 Market Tower, 10 West Market Street, Indianapolis, Indiana 46204-2982.

                                     Page 6
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents, which have heretofore been filed by the Company
with the Commission, are incorporated by reference and shall be deemed to be a
part hereto.

          (1)  The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.

          (2)  All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the 1934 Act since December 31, 1993.

          (3)  The description of the Company's Common Stock which is contained
in the registration statement on Form 8-A filed by the Company under Section 12
of the 1934 Act, including any amendment or report filed for the purpose of
updating such description.

     All documents filed by the Company regarding the Plan pursuant to Sections
13, 14, or 15(d) of the 1934 Act, subsequent to the date of the Prospectus and
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

     Not Applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Articles of Incorporation of the Registrant provide indemnification
protection in favor of all officers and directors of the Registrant and its
subsidiaries, except for the acts or omissions of such officers and directors
not performed in good faith or in the best interests of the Registrant.

     In addition, under the provisions of the Indiana Business Corporation Law
("Corporate Act"), directors are not liable for any action taken as a director,
or any failure to take any action, unless (i) the director has breached or
failed to perform the duties of the director's office in compliance with IC
23-1-35; and (ii) the breach or failure to perform constitutes willful
misconduct or recklessness.  The Corporate Act also allows indemnification of
officers and directors if:

            1.    the individual's conduct was in good faith; and

            2.    the individual reasonably believed:

                                     Page 7
A)    in the case of conduct in the individual's official
                        capacity with the corporation, that the individual's
                        conduct was in its best interests; and

                  B)    in all other cases, that the individual's conduct was at
                        least not opposed to its best interests; and

            3.    in the case of any criminal proceeding, the individual either:

                  A)    had reasonable cause to believe that the individual's
                        conduct was lawful; or

                  B)    had no reason to believe the individual's conduct was
                        unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person in connection with the securities being registered hereby) is asserted
against the Registrant by such director, officer, or controlling person in
connection with the securities registered hereby, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

     The directors and officers of the Registrant are covered by insurance
policies indemnifying against certain liabilities, including certain liabilities
arising under the Act, which might be incurred by them in such capacities and
against which they cannot be indemnified by the Registrant.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                     Page 8
Item 8.  EXHIBITS.

Exhibit No.               Description of Exhibit
- -----------               ----------------------

    4.                     First Merchants Corporation
                           1994 Stock Option Plan.

    5.                     Opinion of Bingham Summers
                           Welsh & Spilman relating to legality
                           of securities being registered.

   15.                     None

   23.a.                   Consent of Bingham Summers
                           Welsh & Spilman.*

   23.b.                   Consent of Geo. S. Olive & Co.

   24.                     Power of Attorney included in
                           "Signatures" section.

25-29.                     None.

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

*Included in opinion.

Item 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section 10(a)(3) of
                    the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

             (iii)  To include any material information with respect to the plan
                    or distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement;

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to section 13 or section
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

                                     Page 9
(2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plan's annual reports
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
Stefan S. Anderson and Larry R. Helms and each of them his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

                                     Page 10
SIGNATURES

THE REGISTRANT.

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Muncie, State of Indiana, on June 10, 1994.

                                        FIRST MERCHANTS CORPORATION

                                        By:/s/ Stefan S. Anderson
                                           --------------------------
                                           Stefan S. Anderson
                                           President

                                     Page 11
Pursuant to the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates
indicated.

    Signature                     Capacity                         Date
    ---------                     --------                         ----

/s/ Stefan S. Anderson        Director, Chairman and           June 10, 1994
- --------------------------    Principal Executive Officer
Stefan S. Anderson

/s/ Robert M. Smitson         Director and Vice Chairman       June 10, 1994
- --------------------------
Robert M. Smitson

/s/ Thomas B. Clark           Director                         June 10, 1994
- --------------------------
Thomas B. Clark

/s/ Michael L. Cox            Director                         June 10, 1994
- --------------------------
Michael L. Cox

/s/ David A. Galliher         Director                         June 10, 1994
- --------------------------
David A. Galliher

/s/ Dr. Thomas K. Gardiner    Director                         June 10, 1994
- --------------------------
Dr. Thomas K. Gardiner

/s/ Hurley C. Goodall         Director                         June 10, 1994
- --------------------------
Hurley C. Goodall

/s/ John W. Hartmeyer         Director                         June 10, 1994
- --------------------------
John W. Hartmeyer

/s/ Nelson W. Heinrichs       Director                         June 10, 1994
- -------------------------
Nelson W. Heinrichs

/s/ Jon H. Moll               Director                         June 10, 1994
- ------------------------
Jon H. Moll

/s/ Joseph E. Wilson          Director                         June 10, 1994
- ------------------------
Joseph E. Wilson

/s/ Robert F. Wisehart        Director                         June 10, 1994
- ----------------------
Robert F. Wisehart

/s/ John E. Worthen           Director                         June 10, 1994
- ------------------------
John E. Worthen

/s/ James L. Thrash           Principal Financial              June 10, 1994
- ------------------------      and Principal Accounting
James L. Thrash               Officer

                                     Page 12
THE PLAN.

     Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Muncie, State of Indiana
on the 10th day of June, 1994.

                                   FIRST MERCHANTS CORPORATION 1994 STOCK
                                           OPTION PLAN

                                   By:/s/ Thomas B. Clark
                                      --------------------------------------
                                      Thomas B. Clark,
                                      Compensation Committee Member

                                   By:/s/ John W. Hartmeyer
                                      --------------------------------------
                                      John W. Hartmeyer,
                                      Compensation Committee Member

                                   By:/s/ Robert M. Smitson
                                      --------------------------------------
                                      Robert M. Smitson,
                                      Compensation Committee Member

                                     Page 13
EXHIBIT INDEX

Exhibit No.                   Decription of Exhibit             Form S-8 Page
- -----------                   ---------------------             -------------

    4.                    First Merchants Corporation
                          1994 Stock Option Plan.                      17

    5.                    Opinion of Bingham Summers
                          Welsh & Spilman relating to legality
                          of securities being registered.              22

   15.                    None

   23.a.                  Consent of Bingham Summers
                          Welsh & Spilman.                             *

   23.b.                  Consent of Geo. S. Olive & Co.               24

   24.                    Power of Attorney included in
                          "Signatures" section.

25-29.                    None.

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

*Included in opinion.

                                     Page 14