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, 2002       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                                         47305-2814
        Muncie, Indiana                                         (Zip Code)

(Address of principal executive offices)

        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 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.  [X]

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act). Yes [x] No[ ]

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 $464,241,000 as of the last
business day of the registrant's most recently completed second fiscal quarter
(June 28, 2002).

As of March 15, 2003 there were 16,330,031 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 Report  Part II (Items 5, 6, 7, 7A, 8 and 9)
   to Shareholders for the year ended
          December 31, 2002
Portions of the Registrant's
     Definitive Proxy Statement for
     Annual Meeting of Shareholders
      to be held April 10, 2003                 Part III (Items 10 through 13)


<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, 2002:

      Exhibits:

         23       Consent of independent certified public accountants

         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/Mark K. Hardwick
                                                   ___________________________
                                                      Mark K. Hardwick
                                                      Chief Financial Officer




Date:  October 27, 2003

<PAGE>
               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 (File  Number 33-28900)  of our report dated  October 27, 2003,  on the
audit of the financial statements of First Merchants  Corporation Employee Stock
Purchase Plan (1999) for the three year period ended  June 30,  2003 included in
Exhibit 28.



BKD, LLP
Indianapolis, Indiana
October 27, 2003

<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, 2003



                           FIRST MERCHANTS CORPORATION
                       EMPLOYEE STOCK PURCHASE PLAN (1999)
                            (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>

                         Independent Accountants' Report


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 (1999)  (formerly the 1994
Plan) as of June 30,  2003 and 2002,  and the related  statements  of income and
changes in Plan equity for each of the three years in the period ended  June 30,
2003.  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 auditing standards generally accepted
in the  United  States of  America.  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
Employee  Stock  Purchase  Plan  (1999) as of  June 30,  2003 and 2002,  and the
results  of its  operations  for each of the  three  years in the  period  ended
June 30,  2003, in conformity with accounting  principles  generally accepted in
the United States of America.



BKD, LLP
Indianapolis, Indiana
October 27, 2003

Federal Employer Identification Number: 44-0160260

<PAGE>
                           First Merchants Corporation
                       Employee Stock Purchase Plan (1999)
                        Statements of Financial Condition
                             June 30, 2003 and 2002

<TABLE>
<CAPTION>

Assets

                                                                                     2003               2002
                                                                             ----------------------------------------
<S>                                                                            <C>                 <C>

      Investments - interest-bearing deposits                                  $        824,320    $        659,250

  Plan Equity                                                                  $        824,320    $        659,250

</TABLE>


<PAGE>
                           First Merchants Corporation
                       Employee Stock Purchase Plan (1999)
                 Statements of Income and Changes in Plan Equity
                    Years Ended June 30, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                                                 2003                2002               2001
                                                          -----------------------------------------------------------
<S>                                                         <C>                <C>                 <C>

      Investment income - interest                          $          7,646   $          8,644    $         10,720
      Contributions from participants                                888,315            671,453             528,573
                                                                     895,961            680,097             539,293

      Withdrawals and terminations paid in cash                       72,424             22,748              37,037
      Purchase and distribution of stock                             658,467            503,581             481,543
                                                                     730,891            526,329             518,580

      Income and changes in Plan equity for the year                 165,070            153,768              20,713

      Plan equity at beginning of year                               659,250            505,482             484,769

      Plan equity at end of year                            $        824,320   $        659,250    $        505,482

</TABLE>


<PAGE>
                           First Merchants Corporation
                       Employee Stock Purchase Plan (1999)
                          Notes to Financial Statements
                             June 30, 2003 and 2002


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.  A total of
        275,625 shares of the Corporation's common stock are to be reserved for
        issuance pursuant to the 1999 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 275,625 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 2003 and 2002, the Corporation issued 39,747 and 37,394 shares
        of its common stock for the offering period ended June 30, 2003 and
        2002, at $20.62 and $17.61 per share.

        At June 30, 2003, the Plan had 462 participants.

<PAGE>
                           First Merchants Corporation
                       Employee Stock Purchase Plan (1999)
                          Notes to Financial Statements
                             June 30, 2003 and 2002


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.