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, 2007

                         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 $439,397,000 as of the last
business day of the registrant's  most recently  completed second fiscal quarter
(June 30, 2007).

     As of February 20, 2008 there were  18,551,275  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, 2007                     Part II (Items 5, 6, 7, 7A, and 8)



Source: FIRST MERCHANTS CORP, 10-K/A, October 15, 2008
<page>
Portions of the Registrant's                Part III (Items 10 through 14)
Definitive Proxy Statement for
Annual Meeting of Shareholders
to be held April 29, 2008

                          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, 2007:

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 15, 2007

<page>

            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 9, 2008,  on our audits of the financial  statements of First  Merchants
Corporation  Employee  Stock  Purchase Plan (2004) as of June 30, 2008 and 2007,
and for the years ended June 30, 2008,  2007 and 2006,  which report is included
in Exhibit 28.



BKD, LLP
Indianapolis, Indiana
October 9, 2008

<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, 2008



                           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, 2008
and 2007 and the  related  statements  of income and  changes in plan equity for
each of the years in the  three-year  period  ended  June 30,  2008.  The Plan's
management is responsible for these financial statements.  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  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of material  misstatement.  Our audits  included
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management  and 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  (2004) as of  June 30,  2008 and 2007,  and the
results of its  operations  for each of the three years in the period ended June
30, 2008, in conformity with  accounting  principles  generally  accepted in the
Unites States of America.




BKD, LLP
Indianapolis, Indiana
October 9, 2008






<page>



                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)
                        Statements of Financial Condition
                             June 30, 2008 and 2007


Assets

                                                       2008              2007
                                                   -----------------------------

     Investments - interest-bearing deposits       $  779,965         $  794,006
                                                   ----------         ----------

Plan Equity                                        $  779,965         $  794,006
                                                   ==========         ==========

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, 2008, 2007 and 2006
<table>

                                                      2008            2007           2006
                                                  --------------------------------------------
<S>                                                    <C>           <C>                 <C>
Investment income - interest                      $      8,976    $     11,054     $     11,795
Participant contributions                              814,704         839,202          902,848
                                                  ------------    ------------     ------------
                                                       823,680         850,256          914,643
                                                  ------------    ------------     ------------

Withdrawals and terminations paid in cash               50,584          65,949           54,747
Purchase and stock distribution of stock               787,137         855,138          913,187
                                                  ------------    ------------     ------------
                                                       837,721         921,087          967,944
                                                  ------------    ------------     ------------

Income and changes in Plan equity for the year         (14,041)        (70,831)         (53,301)

Plan equity at beginning of year                       794,006         864,837          918,138
                                                  ------------    ------------     ------------

Plan equity at end of year                        $    779,965    $    794,006     $    864,837
                                                  ============    ============     ============

</table>



See Notes to Financial Statements
<page>

                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)
                          Notes to Financial Statements
                             June 30, 2008 and 2007


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 2008 and 2007, the  Corporation  issued 50,119 and 38,537 shares of
     its common stock for the offering  period ended June 30,  2008 and 2007, at
     $15.43 and $20.43 per share.

     At June 30, 2008 and 2007, the Plan had 391 and 408 participants.

<page>


                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)
                          Notes to Financial Statements
                             June 30, 2008 and 2007


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.



Note 4:  Related Party

     Plan assets are held in  interest-bearing  accounts  maintained by the Plan
     Sponsor with interest paid quarterly at the prevailing rates.