Registration Statement No. 33-_____________

                       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                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                             200 East Jackson Street
                              Muncie, Indiana 47305
                    (Address of Principal Executive Offices)

                           FIRST MERCHANTS CORPORATION
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

Larry R. Helms                                       With a copy to:
Senior Vice President                                David R. Prechtel, Esq.
First Merchants Corporation                          Bingham Summers Welsh &
200 East Jackson Street                                Spilman
Muncie, Indiana 47305                                2700 Market Tower
                                                     10 West Market Street
                                                     Indianapolis, Indiana 46204
 (Name and address of agent for service)             (317) 635-8900

                                  765-747-1530
          (Telephone number, including area code, of agent for service)


<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
Title of each class      Amount            Proposed            Proposed           Amount of
of securities            to be         maximum offering    maximum aggregate    registration
to be registered      registered(1)    price per unit(2)   offering price(2)        fee
--------------------------------------------------------------------------------------------
<S>                  <C>                   <C>                <C>                 <C>
Common Stock,
no par value         250,000 Shares        $23.6875           $5,921,875          $1,647
</TABLE>


(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended   (the  "Act")   this   Registration   Statement   also  covers  an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     employee benefit plan described herein. Furthermore, pursuant to Rule 16(b)
     of the Act, there are being  registered  such  additional  shares as may be
     issuable as a result of stock  splits and stock  dividends  on, and similar
     capital changes to, the registered securities.

(2)  The registration fee has been calculated pursuant to Rule 457(c) and (h) on
     the basis of $23.6875 per share, which was the last sale reported for First
     Merchants  Corporation's  common stock by the NASDAQ National Market System
     on June 1, 1999.



                                       2
<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  information   heretofore  filed  with  the  Securities  Exchange
Commission  ("Commission")  pursuant to the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), is incorporated herein by reference:

     (a) First Merchants  Corporation's (the "Registrant") Annual Report on Form
10-K for the fiscal year ended December 31, 1998, File No. 0-17071.

     (b) All other reports filed by the Registrant  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement on Form 8-A, and all amendment and reports
filed for the purpose of updating such description, File No. 0-17071

All documents  field by the Registrant or the First Merchants  Corporation  1999
Employee Stock Purchase Plan ("Plan") pursuant to Sections 13(a), 13(c), 14, and
15(d) of the  Exchange  Act after the date of this  Registration  Statement  and
prior to the filing of a  post-effective  amendment  indicating  that all of the
securities  offered hereby have been sold or  deregistering  all such securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement and to be a part hereof from the date of filing of those
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.


                                       3
<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEMS 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Indiana  Business  Corporation Law ("IBCL"),  the provisions of which govern
the Registrant,  empowers an Indiana corporation to indemnify present and former
directors,  officers,  employees, or agents or any person who may have served at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation  ("Eligible  Persons")  against  liability  incurred in any
proceeding,  civil or criminal,  in which the Eligible Person is made a party by
reason of being or  having  been in any such  capacity,  or  arising  out of his
status as such, if the individual  acted in good faith and  reasonably  believed
that (a) the individual was acting in the best interests of the corporation,  or
(b) if the challenged  action was taken other than in the individual's  official
capacity as an officer,  director,  employee or agent, the individual's  conduct
was at least not opposed to the  corporation's  best  interests,  or (c) if in a
criminal  proceeding,  either the individual had reasonable cause to believe his
conduct was lawful or no  reasonable  cause to believe his conduct was unlawful.
The IBCL  further  empowers a  corporation  to pay or reimburse  the  reasonable
expenses  incurred by an Eligible  Person in connection  with the defense of any
such claim,  including  counsel  fees;  and,  unless  limited by its Articles of
Incorporation,  the  corporation  is required to  indemnify  an Eligible  Person
against  reasonable  expenses if he is wholly successful in any such proceeding,
on the merits or otherwise.  Under certain circumstances,  a corporation may pay
or  reimburse  an  Eligible  Person  for  reasonable  expenses  prior  to  final
disposition  of the matter.  Unless a  corporation's  articles of  incorporation
otherwise provide,  an Eligible Person may apply for  indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled  to  mandatory  indemnification  for  reasonable  expenses  or that the
Eligible Person is fairly and reasonably  entitled to indemnification in view of
all the relevant  circumstances  without regard to whether his actions satisfied
the appropriate standard of conduct.

Before a  corporation  may indemnify any Eligible  Person  against  liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the  specific  circumstances  because the Eligible  Person met the  requisite
standard of conduct,  (2)  authorize the  corporation  to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If it is  not  possible  to  obtain  a  quorum  of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who are not parties to the  proceeding,  special  legal counsel
selected  by the  Board  or  such a  committee,  or by the  shareholders  of the
corporation.

In  addition to the  foregoing,  the IBCL  states  that the  indemnification  it
provides  shall  not be deemed  exclusive  of any  other  rights to which  those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws,  resolution of the board of directors or  shareholders,  or any other
authorization  adopted  after notice by a majority vote of all the voting shares
then issued and  outstanding.  The IBCL also empowers an Indiana  corporation to
purchase

                                       4
<PAGE>

and maintain  insurance on behalf of any Eligible  Person  against any liability
asserted  against or incurred by him in any capacity as such,  or arising out of
his status as such,  whether or not the corporation  would have had the power to
indemnify him against such liability.

The  Registrant's  Articles of  Incorporation  provide that the Registrant  will
indemnify any person who is or was a director, officer, employee or agent of the
Registrant  or of any other  corporation  for which he is or was  serving in any
capacity at the request of the Registrant against all liability and expense that
may be  incurred  in  connection  with or  resulting  from or arising out of any
claim,  action, suit or proceeding with respect to which such director,  officer
or  employee  is  wholly  successful  or  acted in good  faith  in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Registrant or such other corporation and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe that his conduct was unlawful. A
director,  officer,  employee  or  agent of the  Registrant  is  entitled  to be
indemnified as a matter of right with respect to those claims, actions, suits or
proceedings  where he has been  wholly  successful.  In all  other  cases,  such
director,  officer,  employee or agent will be indemnified  only if the Board of
Directors of the Registrant or  independent  legal counsel finds that he has met
the standards of conduct set forth above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are being filed as part of this Registration Statement:

EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K              EXHIBIT
ITEM 601 ...............    NUMBER      DESCRIPTION OF EXHIBIT

(4) ....................     4.01
                                        DESCRIPTION OF THE REGISTRANT'S COMMON
                                        STOCK (INCORPORATED BY REFERENCE TO THE
                                        REGISTRANT'S REGISTRATION STATEMENT ON
                                        FORM 8-A AND ALL AMENDMENTS AND REPORTS
                                        FILED FOR THE PURPOSE OF UPDATING SUCH
                                        DESCRIPTION, FILE NO. 0-17071).

                             4.02       FIRST MERCHANTS CORPORATION 1999
                                        EMPLOYEE STOCK PURCHASE PLAN.

(5) ....................     5.01       OPINION OF BINGHAM SUMMERS WELSH &
                                        SPILMAN

(15)                                    NOT APPLICABLE

(23) ...................    23.01      CONSENT OF OLIVE, LLP, INDEPENDENT
                                       PUBLIC ACCOUNTANTS


                                       5
<PAGE>


                            23.02      CONSENT OF BINGHAM SUMMERS WELSH
                                       & SPILMAN (PROVIDED IN EXHIBIT 5.01)

(24)                        24.01      POWER OF ATTORNEY (SEE SIGNATURE PAGE)

(99)                                   NOT APPLICABLE

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 of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement.

Provided,  however,  that  paragraphs  (l)(i) and (l)(ii) shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Exchange Act) that is  incorporated by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities


                                       6
<PAGE>


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 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.

                                   SIGNATURES

     Pursuant to the  requirements  of 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,  hereunto  duly
authorized, in the City of Muncie, State of Indiana, on June 3, 1999.

                       FIRST MERCHANTS CORPORATION


                       By: /s/  Michael L. Cox
                           -----------------------------------------------------
                           Michael L. Cox, President and Chief Executive Officer


                                POWER OF ATTORNEY

     Know all men by these presents,  that each person whose  signature  appears
below constitutes and appoints Michael L. Cox and Larry R. Helms and each or any
of  them  (with  full  power  to  act  alone),   his  or  her  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or her  and in his or her  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 those
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 to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and confirming all that those  attorneys-in-fact  and
agents, or their substitutes, may do or cause to be done by virtue hereof.


                                       7
<PAGE>


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed on June 3, 1999 by the following persons
in the capacities indicated:


Signature                        Capacity
                                 With Registrant

/s/  Michael L. Cox              President, Chief Executive Officer and Director
--------------------------       (Principal Executive Officer)
Michael L. Cox

/s/  James L. Thrash             Senior Vice President, Chief Financial Officer
--------------------------       (Principal Financial and Accounting Officer)
James L. Thrash

/s/  Stephan S. Anderson         Chairman of the Board of Directors
--------------------------
Stephan S. Anderson

/s/  Thomas B. Clark             Director
--------------------------
Thomas B. Clark

/s/  David A. Galliher           Director
--------------------------
David A. Galliher

/s/  John E. Worthen             Director
--------------------------
John E. Worthen

/s/  Norman M. Johnson           Director
--------------------------
Norman M. Johnson

/s/  George S. Sissel            Director
--------------------------
George S. Sissel

/s/  Robert M. Smitson           Director
--------------------------
Robert M. Smitson

/s/  Frank A. Bracken            Director
--------------------------
Frank A. Bracken

/s/  Ted J. Mongtomery           Director
--------------------------
Ted J. Mongtomery

/s/  Michael D. Wickersham       Director
--------------------------
Michael D. Wickersham

     Pursuant to the  requirements of the Securities Act of 1933, the Members of
the Compensation and Human Resources Committee (i.e. the plan administrator) has
duly  caused


                                       8
<PAGE>


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 3,
1999.


                           FIRST MERCHANTS CORPORATION
                        1999 EMPLOYEE STOCK PURCHASE PLAN


                                            By: /s/  Robert M. Smitson
                                                -----------------------------
                                                Robert M. Smitson


                                            By: /s/  Frank A. Bracken
                                                -----------------------------
                                                Frank A. Bracken


                                            By: /s/  Thomas B. Clark
                                                -----------------------------
                                                Thomas B. Clark


                                            By: /s/  Norman M. Johnson
                                                -----------------------------
                                                Norman M. Johnson


                                       9
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Registration Statement No. 33-_____________

                       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                                (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                             200 East Jackson Street
                              Muncie, Indiana 47305
                    (Address of Principal Executive Offices)

                           FIRST MERCHANTS CORPORATION
                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

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

Larry R. Helms                                       With a copy to:
Senior Vice President                                David R. Prechtel, Esq.
First Merchants Corporation                          Bingham Summers Welsh &
200 East Jackson Street                                Spilman
Muncie, Indiana 47305                                2700 Market Tower
                                                     10 West Market Street
                                                     Indianapolis, Indiana 46204
 (Name and address of agent for service)             (317) 635-8900

                                  765-747-1530
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------
Title of each class      Amount            Proposed            Proposed           Amount of
of securities            to be         maximum offering    maximum aggregate    registration
to be registered      registered(1)    price per unit(2)   offering price(2)        fee
--------------------------------------------------------------------------------------------
Common Stock,
no par value         250,000 Shares        $23.6875           $5,921,875          $1,647
(1)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended   (the  "Act")   this   Registration   Statement   also  covers  an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     employee benefit plan described herein. Furthermore, pursuant to Rule 16(b)
     of the Act, there are being  registered  such  additional  shares as may be
     issuable as a result of stock  splits and stock  dividends  on, and similar
     capital changes to, the registered securities.

(2)  The registration fee has been calculated pursuant to Rule 457(c) and (h) on
     the basis of $23.6875 per share, which was the last sale reported for First
     Merchants  Corporation's  common stock by the NASDAQ National Market System
     on June 1, 1999.

                                       2
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  information   heretofore  filed  with  the  Securities  Exchange
Commission  ("Commission")  pursuant to the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), is incorporated herein by reference:

     (a) First Merchants  Corporation's (the "Registrant") Annual Report on Form
10-K for the fiscal year ended December 31, 1998, File No. 0-17071.

     (b) All other reports filed by the Registrant  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (a) above.

     (c) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement on Form 8-A, and all amendment and reports
filed for the purpose of updating such description, File No. 0-17071

All documents  field by the Registrant or the First Merchants  Corporation  1999
Employee Stock Purchase Plan ("Plan") pursuant to Sections 13(a), 13(c), 14, and
15(d) of the  Exchange  Act after the date of this  Registration  Statement  and
prior to the filing of a  post-effective  amendment  indicating  that all of the
securities  offered hereby have been sold or  deregistering  all such securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement and to be a part hereof from the date of filing of those
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

                                       3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEMS 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Indiana  Business  Corporation Law ("IBCL"),  the provisions of which govern
the Registrant,  empowers an Indiana corporation to indemnify present and former
directors,  officers,  employees, or agents or any person who may have served at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation  ("Eligible  Persons")  against  liability  incurred in any
proceeding,  civil or criminal,  in which the Eligible Person is made a party by
reason of being or  having  been in any such  capacity,  or  arising  out of his
status as such, if the individual  acted in good faith and  reasonably  believed
that (a) the individual was acting in the best interests of the corporation,  or
(b) if the challenged  action was taken other than in the individual's  official
capacity as an officer,  director,  employee or agent, the individual's  conduct
was at least not opposed to the  corporation's  best  interests,  or (c) if in a
criminal  proceeding,  either the individual had reasonable cause to believe his
conduct was lawful or no  reasonable  cause to believe his conduct was unlawful.
The IBCL  further  empowers a  corporation  to pay or reimburse  the  reasonable
expenses  incurred by an Eligible  Person in connection  with the defense of any
such claim,  including  counsel  fees;  and,  unless  limited by its Articles of
Incorporation,  the  corporation  is required to  indemnify  an Eligible  Person
against  reasonable  expenses if he is wholly successful in any such proceeding,
on the merits or otherwise.  Under certain circumstances,  a corporation may pay
or  reimburse  an  Eligible  Person  for  reasonable  expenses  prior  to  final
disposition  of the matter.  Unless a  corporation's  articles of  incorporation
otherwise provide,  an Eligible Person may apply for  indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled  to  mandatory  indemnification  for  reasonable  expenses  or that the
Eligible Person is fairly and reasonably  entitled to indemnification in view of
all the relevant  circumstances  without regard to whether his actions satisfied
the appropriate standard of conduct.

Before a  corporation  may indemnify any Eligible  Person  against  liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the  specific  circumstances  because the Eligible  Person met the  requisite
standard of conduct,  (2)  authorize the  corporation  to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If it is  not  possible  to  obtain  a  quorum  of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who are not parties to the  proceeding,  special  legal counsel
selected  by the  Board  or  such a  committee,  or by the  shareholders  of the
corporation.

In  addition to the  foregoing,  the IBCL  states  that the  indemnification  it
provides  shall  not be deemed  exclusive  of any  other  rights to which  those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws,  resolution of the board of directors or  shareholders,  or any other
authorization  adopted  after notice by a majority vote of all the voting shares
then issued and  outstanding.  The IBCL also empowers an Indiana  corporation to
purchase

                                       4
and maintain  insurance on behalf of any Eligible  Person  against any liability
asserted  against or incurred by him in any capacity as such,  or arising out of
his status as such,  whether or not the corporation  would have had the power to
indemnify him against such liability.

The  Registrant's  Articles of  Incorporation  provide that the Registrant  will
indemnify any person who is or was a director, officer, employee or agent of the
Registrant  or of any other  corporation  for which he is or was  serving in any
capacity at the request of the Registrant against all liability and expense that
may be  incurred  in  connection  with or  resulting  from or arising out of any
claim,  action, suit or proceeding with respect to which such director,  officer
or  employee  is  wholly  successful  or  acted in good  faith  in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Registrant or such other corporation and, with respect to any criminal action or
proceeding,  had no reasonable cause to believe that his conduct was unlawful. A
director,  officer,  employee  or  agent of the  Registrant  is  entitled  to be
indemnified as a matter of right with respect to those claims, actions, suits or
proceedings  where he has been  wholly  successful.  In all  other  cases,  such
director,  officer,  employee or agent will be indemnified  only if the Board of
Directors of the Registrant or  independent  legal counsel finds that he has met
the standards of conduct set forth above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are being filed as part of this Registration Statement:

EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K              EXHIBIT
ITEM 601 ...............    NUMBER      DESCRIPTION OF EXHIBIT

(4) ....................     4.01
                                        DESCRIPTION OF THE REGISTRANT'S COMMON
                                        STOCK (INCORPORATED BY REFERENCE TO THE
                                        REGISTRANT'S REGISTRATION STATEMENT ON
                                        FORM 8-A AND ALL AMENDMENTS AND REPORTS
                                        FILED FOR THE PURPOSE OF UPDATING SUCH
                                        DESCRIPTION, FILE NO. 0-17071).

                             4.02       FIRST MERCHANTS CORPORATION 1999
                                        EMPLOYEE STOCK PURCHASE PLAN.

(5) ....................     5.01       OPINION OF BINGHAM SUMMERS WELSH &
                                        SPILMAN

(15)                                    NOT APPLICABLE

(23) ...................    23.01      CONSENT OF OLIVE, LLP, INDEPENDENT
                                       PUBLIC ACCOUNTANTS

                                       5
23.02      CONSENT OF BINGHAM SUMMERS WELSH
                                       & SPILMAN (PROVIDED IN EXHIBIT 5.01)

(24)                        24.01      POWER OF ATTORNEY (SEE SIGNATURE PAGE)

(99)                                   NOT APPLICABLE

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 of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement.

Provided,  however,  that  paragraphs  (l)(i) and (l)(ii) shall not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Exchange Act) that is  incorporated by reference in the  registration  statement
shall be deemed to be a new  registration  statement  relating to the securities

                                       6
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 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.

                                   SIGNATURES

     Pursuant to the  requirements  of 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,  hereunto  duly
authorized, in the City of Muncie, State of Indiana, on June 3, 1999.

                       FIRST MERCHANTS CORPORATION

                       By: /s/  Michael L. Cox
                           -----------------------------------------------------
                           Michael L. Cox, President and Chief Executive Officer

                                POWER OF ATTORNEY

     Know all men by these presents,  that each person whose  signature  appears
below constitutes and appoints Michael L. Cox and Larry R. Helms and each or any
of  them  (with  full  power  to  act  alone),   his  or  her  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or her  and in his or her  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 those
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 to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and confirming all that those  attorneys-in-fact  and
agents, or their substitutes, may do or cause to be done by virtue hereof.

                                       7
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed on June 3, 1999 by the following persons
in the capacities indicated:

Signature                        Capacity
                                 With Registrant

/s/  Michael L. Cox              President, Chief Executive Officer and Director
--------------------------       (Principal Executive Officer)
Michael L. Cox

/s/  James L. Thrash             Senior Vice President, Chief Financial Officer
--------------------------       (Principal Financial and Accounting Officer)
James L. Thrash

/s/  Stephan S. Anderson         Chairman of the Board of Directors
--------------------------
Stephan S. Anderson

/s/  Thomas B. Clark             Director
--------------------------
Thomas B. Clark

/s/  David A. Galliher           Director
--------------------------
David A. Galliher

/s/  John E. Worthen             Director
--------------------------
John E. Worthen

/s/  Norman M. Johnson           Director
--------------------------
Norman M. Johnson

/s/  George S. Sissel            Director
--------------------------
George S. Sissel

/s/  Robert M. Smitson           Director
--------------------------
Robert M. Smitson

/s/  Frank A. Bracken            Director
--------------------------
Frank A. Bracken

/s/  Ted J. Mongtomery           Director
--------------------------
Ted J. Mongtomery

/s/  Michael D. Wickersham       Director
--------------------------
Michael D. Wickersham

     Pursuant to the  requirements of the Securities Act of 1933, the Members of
the Compensation and Human Resources Committee (i.e. the plan administrator) has
duly  caused

                                       8
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 3,
1999.

                           FIRST MERCHANTS CORPORATION
                        1999 EMPLOYEE STOCK PURCHASE PLAN

                                            By: /s/  Robert M. Smitson
                                                -----------------------------
                                                Robert M. Smitson

                                            By: /s/  Frank A. Bracken
                                                -----------------------------
                                                Frank A. Bracken

                                            By: /s/  Thomas B. Clark
                                                -----------------------------
                                                Thomas B. Clark

                                            By: /s/  Norman M. Johnson
                                                -----------------------------
                                                Norman M. Johnson

                                       9