UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549




                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                         ______________________________

         DATE OF REPORT (Date of earliest event reported): March 3, 2009

                         ______________________________

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

                         _______________________________

         INDIANA                        0-17071                  35-1544218
(State or other jurisdiction    (Commission File Number)       (IRS Employer
    of incorporation)                                        Identification No.)


                             200 East Jackson Street
                                  P.O. Box 792
                              Muncie, IN 47305-2814
          (Address of Principal Executive Offices, including Zip Code)


                                 (765) 747-1500
              (Registrant's Telephone Number, including Area Code)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     _    Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)
     _    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)
     _    Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))
     _    Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))


Item 5.02.  Departure of Directors or Certain  Officers;  Election of Directors;
     Appointment  of  Certain  Officers;  Compensatory  Arrangements  of Certain
     Officers

     (b)  On March 3,  2009,  Michael  L. Cox,  a  director  of First  Merchants
          Corporation (the "Corporation"),  delivered his written resignation to
          the  Corporation,  effective  as of the  2009  Annual  Meeting  of the
          Corporation's  shareholders.  Mr. Cox's resignation was in fulfillment
          of his obligations  under his letter  agreement with the  Corporation,
          dated January 23, 2007.

     SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

         DATE: March 5, 2009.

                                                FIRST MERCHANTS CORPORATION


                                                By: /s/ Mark K. Hardwick
                                                    ----------------------------
                                                    Mark K. Hardwick,
                                                    Executive Vice President and
                                                    Chief Financial Officer