UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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 1, 2003

                           FIRST MERCHANTS CORPORATION

             (Exact name of registrant as specified in its charter)

                                     INDIANA

                 (State or other jurisdiction of incorporation)

0-17071                                                  35-1544218
(Commission File Number)                       (IRS Employer Identification No.)

200 East Jackson Street
P.O. Box 792
Muncie, Indiana                                          47305-2814
(Address of principal executive offices)                 (Zip Code)

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



ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

         On March 1, 2003,  First Merchants  Corporation  acquired all of the
assets of CNBC  Bancorp  through the merger of CNBC  Bancorp with and into First
Merchants  Corporation  (the "Merger").  CNBC Bancorp's  principal asset was the
common  shares  of its  wholly-owned  subsidiary,  Commerce  National  Bank (the
"Bank").  The Bank is a nationally  chartered bank established in 1991. The Bank
is  a  full-service   national  bank  primarily  serving   small-to-medium-sized
businesses  located  in the  Central,  Ohio  metropolitan  area.  The Bank  will
continue to provide  various  commercial  and consumer  banking  services to its
customers  through one office located in Franklin County,  Ohio. On December 31,
2002, CNBC Bancorp had total assets of approximately $331.7 million and deposits
of approximately  $256.8 million.  First Merchants  Corporation will account for
the Merger under the purchase method of accounting.

         As part of the  Merger,  shareholders  of CNBC  Bancorp  shall  receive
approximately  1,166,900 shares of First Merchants  Corporation common stock and
approximately  $24.6  million in cash in exchange for their CNBC Bancorp  common
shares.  The form and amount of such  consideration  was arrived at through arms
length negotiations between First Merchants Corporation and CNBC Bancorp.

         In connection  with the Merger,  shareholders  of CNBC Bancorp were
offered  the  opportunity  to elect  to  receive  either  1.01  shares  of First
Merchants  Corporation  common stock or $29.57 in cash in exchange for each CNBC
Bancorp common share owned by them.  Pursuant to the terms of the Merger,  under
certain circumstances, the 1.01 exchange ratio was subject to adjustment and the
cash elections made by CNBC Bancorp shareholders were subject to being converted
into  elections to receive  stock.  Although the 1.01 exchange ratio will not be
adjusted,  certain  of the  cash  elections  made by CNBC  shareholders  will be
converted  into  elections to receive stock in accordance  with the terms of the
Agreement of  Reorganization  and Merger  referenced below. Cash will be paid by
First Merchants  Corporation in lieu of issuing fractional shares resulting from
the 1.01 exchange ratio.

         For further  information  regarding the terms of the Merger,  see the
Agreement of Reorganization  and Merger between First Merchants  Corporation and
CNBC Bancorp dated August 28, 2002, which is incorporated  into this Form 8-K by
reference and filed as an exhibit hereto.

         A copy of the press release announcing consummation of the Merger is
filed as an exhibit to this Form 8-K.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         c.       Exhibits.

                  Exhibit 2.1       Agreement of Reorganization and Merger by
                                    and between First Merchants  Corporation and
                                    CNBC Bancorp dated August 28, 2002 (the
                                    "Merger  Agreement").  (Incorporated  by
                                    reference to Exhibit 2 to First Merchants
                                    Corporation's Current Report on Form 8-K
                                    filed August 28, 2002.)

                  Exhibit 2.2       Undertaking  by First  Merchants Corporation
                                    to furnish  supplementally  the  Disclosure
                                    Letters referenced in the Merger Agreement.

                  Exhibit 99        Press Release dated March 3, 2003

<PAGE>

                                   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.


                                 By:  /s/  Larry R. Helms
                                      ------------------------------------------
                                           Larry R. Helms, Senior Vice President


Dated:  March 1, 2003




<PAGE>



                                  EXHIBIT INDEX
                                  -------------



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


     2.1                   Agreement of  Reorganization  and Merger by and
                           between First  Merchants Corporation and CNBC Bancorp
                           dated August 28,  2002 (the  "Merger  Agreement").
                           (Incorporated  by  reference  to Exhibit 2 to First
                           Merchants Corporation's Current Report on Form 8-K
                           filed August 28, 2002.)

     2.2                   Undertaking by First Merchants Corporation to furnish
                           supplementally  the Disclosure Letters referenced in
                           the Merger Agreement.

     99                    Press Release dated March 3, 2003






<PAGE>


                                   Exhibit 2.2
                                   -----------

                                   UNDERTAKING


         First  Merchants  Corporation  hereby  undertakes to furnish
supplementally to the Securities and Exchange  Commission upon request a copy of
the  Disclosure  Letters  referenced  in  Sections 5 and 6 of the  Agreement  of
Reorganization  and Merger between First Merchants  Corporation and CNBC Bancorp
dated August 28, 2002.



<PAGE>


                                   Exhibit 99
                                   ----------

                                  PRESS RELEASE


N / E / W / S  R / E / L / E / A / S / E


March 3, 2003

FOR IMMEDIATE RELEASE
CONTACT:          Mark K. Hardwick, First Merchants Corporation
                  765-751-1857 mhardwick@firstmerchants.com

SOURCE:           First Merchants Corporation (NASDAQ - FRME)

FIRST MERCHANTS CORPORATION ANNOUNCES THE COMPLETION OF MERGER WITH CNBC BANCORP

Effective  March  1,  2003,  First  Merchants  Corporation  of  Muncie,  Indiana
successfully  completed  its  previously  announced  merger with CNBC Bancorp of
Columbus,  Ohio. CNBC Bancorp and its wholly owned subsidiary, Commerce National
Bank, will become the first affiliate  bank  headquartered  in Ohio of the First
Merchants Corporation family of community banks.

As part of the merger,  shareholders of CNBC Bancorp will receive  approximately
1,166,900 shares of First Merchants  Corporation  common stock and approximately
$24.6  million  in cash in  exchange  for  their  CNBC  Bancorp  common  shares.
Shareholders  of CNBC Bancorp were offered the  opportunity  to elect to receive
1.01  shares  of First  Merchants  common  stock or $29.57 in cash for each CNBC
common share owned by them. Due to an oversubscription  for cash, certain of the
cash  elections  made by  CNBC  Bancorp  shareholders  will  be  converted  into
elections to receive stock.  Such conversion will be effected in accordance with
the terms of the definitive  merger  agreement  between First Merchants and CNBC
Bancorp.

Commerce  National Bank will  continue to be operated as a separate  entity with
its own  charter  and  board of  directors.  Thomas  D.  McAuliffe, Founder  and
President of CNBC Bancorp, will join the First  Merchants  Corporation  board of
directors.

CNBC  Bancorp  is the  holding  company  for  Commerce  National  Bank  and CNBC
Retirement  Services.  Founded in 1991 to serve the banking  needs of  privately
owned businesses and their owners, Commerce National Bank has grown to over $320
million in total assets with earnings in 2002 of $3,208,000.  Known as the "bank
for business",  Commerce National has developed a very efficient  business model
based on  delivering  a high  degree of service to  privately  owned  businesses
utilizing  technology  and a mobile  branch  system,  while still  providing the
high-touch service most business owners prefer.

Tom  McAuliffe  said,  "We  are pleased that this merger  received  overwhelming
approval  at our special  shareholders  meeting of February  21,  2003.  Sharing
credit  overlines of our valued customers within the First Merchants family will
effectively  increase our lending capacities.  In addition,  the ability to take
trust and employee  benefit  management  services to our  customer  base through
Merchants  Trust  Company  will  prove  to be a  significant  broadening  of our
services.  To support our increasing  growth  capacity,  we now have the capital
resources, lending capacity, and related financial services to capture a greater
share of our served market."

Michael  L.  Cox,  President  and Chief  Executive  Officer  of First  Merchants
Corporation  said,  "Commerce  National has an  attractive  business  model that
works. By implementing this model with an extraordinary  staff of bankers,  they
have  accomplished  an enviable  record of growth over the past ten years.  This
merger  will allow First  Merchants  Corporation  to serve the vibrant  Franklin
County market in Central Ohio. We believe that our  assimilation  of this merger
will progress smoothly over the next several months,  and Commerce National will
become a leader among our family of ten individually  chartered community banks.
Tom McAuliffe and his staff manage for performance  and will provide  additional
growth momentum for our corporation."

First  Merchants  Corporation is a financial  holding company  headquartered  in
Muncie,  Indiana.  Along with Commerce  National  Bank,  its other  subsidiaries
include First Merchants Bank in Delaware and Hamilton  Counties,  Lafayette Bank
and Trust Company in Tippecanoe,  White,  Carroll, and Jasper Counties,  Madison
Community  Bank in Madison  County,  First  United Bank in Henry  County,  Union
County  National Bank (with offices in Union,  Fayette,  Wayne,  and Butler (OH)
Counties),  The Randolph  County Bank,  First  National  Bank of Portland in Jay
County,  Decatur Bank & Trust Company in Adams County,  and Frances  Slocum Bank
(with offices in Wabash, Howard, and Miami Counties).

The Corporation also operates First Merchants Insurance Services, a full-service
property   casualty,   personal   lines,   and  healthcare   insurance   agency,
headquartered  in Muncie,  Indiana,  and is a majority  member of Indiana  Title
Insurance  Company,  LLC,  a title  insurance  agency.  It is also the  owner of
Merchants Trust Company,  National Association  headquartered in Muncie, Indiana
with offices in Portland, Lafayette, and Indianapolis,  specializing in personal
trust,  employee benefit  management,  and investment services to customers with
aggregate assets under management of $1.4 billion.

First Merchants  Corporation's  common stock is traded  over-the-counter  on the
NASDAQ  National Market System under the symbol FRME and is rated A+ by Standard
& Poor's  Corporation.  Quotations  are carried in daily  newspapers  and can be
found on the  company's  Internet web page (http://www.firstmerchants.com).  Ten
brokerage  firms  make a market  in First  Merchants  Corporation  stock:  First
Tennessee Securities; Herzog, Heine, Geduld, LLC; Howe Barnes Investments, Inc.;
Keefe,  Bruyette & Woods,  Inc.; Knight Securities,  L.P.; NatCity  Investments,
Inc.; RBC Capital Markets;  Sandler O'Neill & Partners;  Spear,  Leeds & Kellog;
and Stifel, Nicolaus & Co.

Questions may be directed to:
         Mr. Brian Edwards
         Vice President of Shareholder Relations
         First Merchants Corporation
         200 East Jackson Street
         Muncie, Indiana  47305-2814
         Telephone:  765-741-7278

                                       ***