UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2006

                         Commission file number 0-17071


                           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                                  47305-2814
(Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (765) 747-1500

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

                Common Stock, $.125 stated value per share
                             (Title of class)

        Indicate  by  check  mark if the  registrant  is a  well-known  seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

        Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ] No [X]

        Indicate  by  check mark whether the registrant(1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

        Indicate  by check  mark if disclosure of delinquent filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

        Indicate  by check mark whether the  registrant  is a large  accelerated
filer,  an  accelerated  filer or a  non-accelerated  filer.  See  definition of
"accelerated  filer and large  accelerated  filer" in Rule 12b-2 of the Exchange
Act.  Large accelerated filer[ ]  Accelerated filer[X]  Non-accelerated filer[ ]

        Indicate  by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Act). Yes [ ] No[X]

        The aggregate  market  value (not necessarily a reliable  indication  of
the  price at which  more than a limited  number of shares  would  trade) of the
voting stock held by non-affiliates of the registrant was $430,736,000 as of the
last  business day of the  registrant's  most recently  completed  second fiscal
quarter (June 30, 2006).

        As  of March 8, 2007  there  were 18,519,393 outstanding common  shares,
without par value, of the registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                                    Part of Form 10-K
              Documents                          Into Which Incorporated

Portions of the Registrant's Annual        Part I (Item 1)
Report to Shareholders for the year
ended December 31, 2006                    Part II (Items 5, 6, 7, 7A, and 8)

Portions of the Registrant's               Part III (Items 10 through 14)
Definitive Proxy Statement for
Annual Meeting of Shareholders
to be held April 24, 2007

<PAGE>

                           FIRST MERCHANTS CORPORATION
                                200 EAST JACKSON
                           MUNCIE, INDIANA 47305-2814


The  undersigned   registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2006:

      Exhibits:

         23     Consent of independent registered accounting firm

         28     Annual report on Form 11-K for First Merchants Corporation
                Employee Stock Purchase Plan (1999) and report of Plan's
                independent public accountants with respect to the financial
                statements

The above amendments are being filed to include the information required by Form
11-K.


                                         FIRST MERCHANTS CORPORATION
                                          (Registrant)


                                         By /s/Michael C. Rechin
                                         ___________________________
                                         Michael C. Rechin
                                         Chief Executive Officer

Date:  October 23, 2007



<PAGE>

                                   EXHIBIT 23


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the  incorporation by reference in the  registration  statement of
First Merchants  Corporation on Form S-8 (File No. 33-28900) of our report dated
October 18, 2007, on our audits of the financial  statements of First  Merchants
Corporation  Employee  Stock  Purchase Plan (2004) as of June 30, 2007 and 2006,
and for the years ended June 30, 2007,  2006 and 2005,  which report is included
in Exhibit 28.

/s/BKD, LLP

Indianapolis, Indiana
October 18, 2007


<PAGE>

                                   EXHIBIT 28


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K



                   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2007



                           FIRST MERCHANTS CORPORATION
                       EMPLOYEE STOCK PURCHASE PLAN (2004)
                            (Full title of the plan)



                           FIRST MERCHANTS CORPORATION
          (Name of issuer of the securities held pursuant to the plan)



                             200 East Jackson Street
                              Muncie, Indiana 47305
                     (Address of principal executive office)





<PAGE>

             Report of Independent Registered Public Accounting Firm


Compensation Committee of the
    Board of Directors
First Merchants Corporation
Muncie, Indiana


We have audited the accompanying statements of financial condition of First
Merchants Corporation Employee Stock Purchase Plan (2004) as of June 30, 2007
and 2006, and the related statements of income and changes in plan equity for
each of the three years in the period ended June 30, 2007. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Merchants Corporation as
of June 30, 2007 and 2006, and the results of its operations for each of the
three years in the period ended June 30, 2007, in conformity with accounting
principles generally accepted in the United States of America.


/s/ BKD, LLP

Indianapolis, Indiana
October 18, 2007


<PAGE>

                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)
                        Statements of Financial Condition
                             June 30, 2007 and 2006


<TABLE>
<CAPTION>
Assets

                                                          2007                2006
                                                  --------------------------------------
<S>                                                 <C>                 <C>

      Investments - interest-bearing deposits       $        794,006    $        864,837
                                                    ================    ================

  Plan Equity                                       $        794,006    $        864,837
                                                    ================    ================

</TABLE>

See Notes to Financial Statements


<PAGE>

                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)
                 Statements of Income and Changes in Plan Equity
                    Years Ended June 30, 2007, 2006 and 2005


<TABLE>
<CAPTION>

                                                                 2007               2006                2005
                                                          ---------------------------------------------------------
<S>                                                         <C>                <C>                <C>
      Investment income - interest                          $         11,054   $         11,795   $         10,727

      Participant contributions                                      839,202            902,848            993,138
                                                            ----------------   ----------------   ----------------
                                                                     850,256            914,643          1,003,865
                                                            ----------------   ----------------   ----------------

      Withdrawals and terminations paid in cash                       65,949             54,757             91,101

      Purchase and distribution of stock                             855,138            913,187            902,624
                                                            ----------------   ----------------   ----------------
                                                                     921,087            967,944            993,725
                                                            ----------------   ----------------   ----------------

      Income and changes in Plan equity for the year                 (70,831)           (53,301)            10,140


      Plan equity at beginning of year                               864,837            918,138            907,998
                                                            ----------------   ----------------   ----------------

      Plan equity at end of year                            $        794,006   $        864,837   $        918,138
                                                            ================   ================   ================

</TABLE>
See Notes to Financial Statements

<PAGE>

                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)
                          Notes to Financial Statements
                             June 30, 2007 and 2006


Note 1:  Summary of Significant Accounting Policies

        Organization - The Plan was originally adopted by the Board of Directors
        of First Merchants Corporation (Corporation) in February 1989, and
        commenced operations in July 1989. Effective July 1, 1994, the Plan was
        amended by the adoption of the 1994 Employee Stock Purchase Plan (1994
        Plan), and effective July 1, 1999, amended again by the adoption of the
        1999 Employee Stock Purchase Plan (1999 Plan). The 1999 Plan was adopted
        by the Board of Directors of the Corporation in February 1999 and
        approved by Corporation stockholders in April 1999. In December 2003,
        the Compensation Committee of the Board of Directors approved a new Plan
        that was approved by Corporation stockholders in April 2004 to be
        effective July 1, 2004. A total of 400,000 shares of the Corporation's
        common stock are to be reserved for issuance pursuant to the 2004 Plan.
        The purpose of the Plan is to provide eligible employees of the
        Corporation and participating subsidiaries the opportunity to purchase
        Corporation common stock through annual offerings financed by payroll
        deductions.

        Investments, consisting of interest-bearing deposit accounts at a
        subsidiary of the Corporation, are carried at cost, which approximates
        current value.

Note 2:  General Information

        The Plan provides for the purchase of up to 400,000 shares of the
        Corporation's common stock by eligible employees through a maximum of
        five offerings of twelve month durations. Prior to each offering period,
        eligible employees elect to have up to 20 percent of their compensation
        deducted from their pay and accumulated with interest until the end of
        that offering period, but not to exceed $25,000 per offering period.

        At the end of each offering period, the balance of each participant's
        payroll deduction account is applied to the purchase of the largest
        number of full shares of the Corporation's common stock possible. The
        price at which the shares are deemed to have been purchased is
        determined by the Compensation Committee of the Corporation and is equal
        to 85 percent of the lesser of the fair market value of the
        Corporation's common stock at the beginning or at the end of that
        offering period. Shares to be purchased under the Plan may be obtained
        by the Corporation from its authorized but previously unissued shares,
        from open market transactions or from private sources.

        In July 2007 and 2006, the Corporation issued 38,537 and 41,391 shares
        of its common stock for the offering period ended June 30, 2007 and
        2006, at $20.43 and $20.66 per share.

        At June 30, 2007 and 2006, the Plan had 408 and 414 participants.



<PAGE>

                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)
                          Notes to Financial Statements
                             June 30, 2007 and 2006

Note 3:  Income Tax Status

        The Plan is not and will not be qualified under Section 401(a) of the
        Internal Revenue Code of 1986, as amended (Code). The Plan is intended
        to qualify as an employee stock purchase plan under Section 423 of the
        Code. Consequently, the difference between the purchase price and the
        fair market value of the stock purchased under the Plan is not
        includable in the participant's gross income for federal income tax
        purposes, unless a disqualifying distribution occurs.