As filed with the Securities and Exchange Commission on June 2, 2004.


                   Registration Statement No. 33-_____________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
             ______________________________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
             ______________________________________________________

                           FIRST MERCHANTS CORPORATION
             (Exact name of registrant as specified in its charter)

           INDIANA                                                35-1544218
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

200 East Jackson Street, Muncie, Indiana 47305
(Address of  Principal Executive Offices)

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

Larry R. Helms                               With a copy to:
Senior Vice President                               David R. Prechtel, Esq.
First Merchants Corporation                         Bingham McHale, LLP
200 East Jackson Street                             2700 Market Tower
Muncie, Indiana 47305                               10 West Market Street
                                                    Indianapolis, Indiana 46204
(Name and address of agent for service)             (317) 635-8900
                                  765-747-1530
          (Telephone number, including area code, of agent for service)

<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------------
                              Amount             Proposed           Proposed           Amount of
Title of securities           to be          maximum offering   maximum aggregate    registration
to be registered            registered(1)   price per share(2)   offering price(2)        fee
----------------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>              <C>                <C>
Common Stock,
no par value               400,000 Shares        $23.535         $9,414,000          $1,192.75


 (1)     In addition, pursuant to  Rule 416(c) under the Securities Act of 1933,
         as  amended  (the "Act")  this  Registration  Statement  also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         employee benefit plan described herein.  Furthermore, pursuant to Rule
         416(a) of the Act, there are being registered such additional shares as
         may be issuable as a result of stock splits and stock dividends on, and
         similar capital changes to, the registered securities.

 (2)     The  registration  fee has  been  calculated  pursuant  to  Rule 457(c)
         and (h) on the basis of  $23.535   per share,  which was average of the
         high  and  low  prices  reported  for  First   Merchants  Corporation's
         common stock by the NASDAQ  National  Market System on June 26, 2004.

</TABLE>

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL
                  INFORMATION.

The information  required by Part I to be contained in this Item is omitted from
this  Registration  Statement in accordance with the Introductory Note to Part I
of Form S-8.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents  previously  filed by First Merchants  Corporation (the
"Registrant")  (SEC File No.  0-17071) with the Securities  Exchange  Commission
("Commission")  pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

         (a)      Registrant's  Annual Report on Form 10-K for the fiscal year
ended December 31, 2003, as filed with the Commission on March 15, 2004.

         (b)      Registrant's  Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004, as filed with the Commission on May 10, 2004.

         (c)      Registrant's  Current Reports on Form 8-K filed with the
Commission on January 21, 2004,  February 13, 2004, March 5, 2004, April 22,
2004, and April 27, 2004.

         (d)      The description of the Registrant's  Common Stock contained in
the  Registrant's  Form 8-A filed with the Commission, and all amendment and
reports filed for the purpose of updating such description.

All documents  filed by the  Registrant or the Plan pursuant to Sections  13(a),
13(c),  14, and 15(d) of the  Exchange  Act after the date of this  Registration
Statement and prior to the filing of a post-effective  amendment indicating that
all of the securities  offered hereby have been sold or  deregistering  all such
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of those documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        As an Indiana  corporation,  the  Registrant  is subject to Indiana law.
Section  23-1-37-1  et seq. of the Indiana  Business  Corporation  Law  contains
detailed  provisions on  indemnification of directors and officers of an Indiana
corporation  against  expenses,  judgments,  settlements,  penalties  and  fines
incurred with respect to certain proceedings.

        The Registrant's  Articles of Incorporation,  as  amended,  and By-Laws,
as amended,  provide that the Registrant will indemnify any person who is or was
a director,  officer or employee of the  Registrant or of any other  corporation
for which he is or was serving in any capacity at the request of the  Registrant
against all  liability  and expense  that may be  incurred in  connection  with,
resulting  from or arising out of any claim,  action,  suit or  proceeding  with
respect to which such  director,  officer or  employee is wholly  successful  or
acted in good faith in a manner he reasonably  believed to be in, or not opposed
to, the best  interests of the  Registrant or such other  corporation  and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. A director, officer or employee of the Registrant
is entitled to be indemnified as a matter of right with respect to those claims,
actions, suits or proceedings where he has been wholly successful.  In all other
cases, such director,  officer or employee will be indemnified only if the Board
of Directors of the Registrant  (acting by a quorum  consisting of directors who
are not  parties  to or who have been  wholly  successful  with  respect to such
action) or  independent  legal  counsel  finds that he has met the  standards of
conduct  set  forth  above.  This  indemnification  is to the  full  extent  and
according to the procedures and requirements of Indiana law.

        Section  18(k) of  the Federal  Deposit  Insurance  Act  (the "FDI Act")
and the regulations promulgated  thereunder,  generally prohibits the Registrant
from making indemnification payments to a director or officer with regard to any
administrative  proceeding  successfully  brought  by a federal  banking  agency
against the director or officer.

        The   directors   and  officers  of  the  Registrant  are  covered by an
insurance policy indemnifying them against certain civil liabilities,  including
liabilities  under the federal  securities laws, which might be incurred by them
in such capacity.

        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant pursuant to the foregoing  provisions,  First
Merchants  has been  informed  that,  in the  opinion  of the  Commission,  this
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The following exhibits are being filed as part of this Registration Statement:

EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K             EXHIBIT
ITEM 601. . . . . . . .    NUMBER       DESCRIPTION OF EXHIBIT
(4) . . . . . . . . . .     4.01        ARTICLES V, VII AND IX OF REGISTRANT'S
                                        ARTICLES OF INCORPORATION  AND THE
                                        ARTICLES OF AMENDMENT  THERETO ARE
                                        INCORPORATED BY  REFERENCE  TO EXHIBIT
                                        3.1 OF  REGISTRANT'S  QUARTERLY  REPORT
                                        ON FORM 10-Q FOR THE QUARTER ENDED JUNE
                                        30, 1999, AS FILED WITH THE COMMISSION
                                        ON AUGUST 16, 1999.

                            4.02        ARTICLES III AND IV OF FIRST MERCHANTS
                                        CORPORATION'S  BYLAWS AND  AMENDMENTS
                                        THERETO ARE  INCORPORATED  BY  REFERENCE
                                        TO EXHIBIT  3(b) OF  REGISTRANT'S ANNUAL
                                        REPORT ON FORM 10-K FOR THE  FISCAL YEAR
                                        ENDED DECEMBER 31, 2003, AS FILED WITH
                                        THE COMMISSION ON MARCH 15, 2004.

                            4.03*       FIRST MERCHANTS CORPORATION 2004
                                        EMPLOYEE STOCK PURCHASE PLAN

(5) . . . . . . . . . .     5.01*       OPINION OF BINGHAM MCHALE, LLP


(23) . . . . . . . . .     23.01*       CONSENT OF BKD LLP, INDEPENDENT PUBLIC
                                        ACCOUNTANTS

                           23.02*       CONSENT OF BINGHAM MCHALE, LLP
                                        (INCLUDED IN EXHIBIT 5.01)

(24) . . . . . . . . .     24.01*       POWER OF ATTORNEY (SEE SIGNATURE PAGE)
______________________________
*  Filed herewith

<PAGE>

 ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
made, a post-effective  amendment to this registration statement:

                  (i)  To include any prospectus required by section 10(a)(3) of
          the Securities Act;

                  (ii) To  reflect  in the  prospectus  any  facts or  events
         arising  after the  effective  date of the  registration statement  (or
         the most recent post-effective amendment thereof)  which,  individually
         or in the aggregate,  represent a fundamental change in the information
         set forth in the registration statement.  Notwithstanding the
         foregoing,  any increase or decrease in volume of securities  offered
         (if the total dollar value of securities  offered would not exceed that
         which was registered)  and any deviation from the low or high end of
         the estimated  maximum  offering range may be reflected in the form
         of prospectus filed with the Commission pursuant to section 230.424(b)
         if, in the  aggregate,  the changes in volume and price represent no
         more than a 20% change in the maximum  aggregate  offering price set
         forth in the  "Calculation of  Registration Fee" table in the effective
         registration statement.

                  (iii) To include any material  information with respect to the
         plan of distribution  not previously  disclosed in the registration
         statement or any material change to such information in the
         registration statement;

                  provided,  however, That paragraphs (1)(i) and (1)(ii) of this
         section do not apply if the information required to be included in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports filed with or furnished to the Commission by the Registrant
         pursuant to section 13 or section 15(d) of the Exchange Act that are
         incorporated  by reference in this registration statement.

         (2)      That,  for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)      To  remove  from  registration  by  means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to section  13(a) or section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Muncie, State of Indiana, on June 1, 2004.

                           FIRST MERCHANTS CORPORATION

                           By: /s/ Michael L. Cox
                           -----------------------------------------------------
                           Michael L. Cox, President and Chief Executive Officer


                                POWER OF ATTORNEY

         Know  all  men  by  these  presents,  that each  person whose signature
appears  below  constitutes  and appoints  Michael L. Cox and Larry R. Helms and
each or any of them (with full power to act  alone),  his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting unto those
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and confirming all that those  attorneys-in-fact  and
agents, or their substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to  the  requirements  of  the  Securities  Act of 1933, this
Registration  Statement has been signed on June 1, 2004 by the following persons
in the capacities indicated:

Signature                 Capacity
                          With Registrant

/s/ Michael L. Cox
-----------------------   President, Chief Executive Officer and Director
Michael L. Cox            (Principal Executive Officer)

/s/ Mark K. Hardwick
-----------------------   Senior Vice President and Chief Financial Officer
Mark K. Hardwick          (Principal Financial and Accounting Officer)

/s/ Roger M. Arwood
-----------------------   Executive Vice President, Chief Operating Officer and
Director                  Roger M. Arwood

/s/ Stefan S. Anderson
-----------------------   Chairman of the Board of Directors
Stefan S. Anderson

/s/ James F. Ault
-----------------------   Director
James F. Ault

/s/ Thomas B. Clark
-----------------------   Director
Thomas B. Clark

/s/ Barry J. Hudson
-----------------------   Director
Barry J. Hudson

/s/ Norman M. Johnson
-----------------------   Director
Norman M. Johnson

/s/ Robert M. Smitson
-----------------------   Director
Robert M. Smitson

/s/ Frank A. Bracken
-----------------------   Director
Frank A. Bracken

/s/ Blaine A. Brownell
-----------------------   Director
Blaine A. Brownell

/s/ Richard A. Boehning
-----------------------   Director
Richard A. Boehning

/s/ Robert T. Jeffares
-----------------------   Director
Robert T. Jeffares

/s/ Thomas D. McAuliffe
-----------------------   Director
Thomas D. McAuliffe

/s/ Jean L. Wojtowicz
-----------------------   Director
Jean L. Wojtowicz


<PAGE>


         Pursuant  to  the  requirements  of  the  Securities  Act  of 1933, the
undersigned,  being all of the members of the  Compensation  and Human Resources
Committee  of the  Board  of  Directors  of  First  Merchants  Corporation  (the
committee  responsible for  administering the 2004 Employee Stock Purchase Plan)
have duly caused this  Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly authorized in the City of Muncie, State of Indiana,
on June 1, 2004.


FIRST MERCHANTS CORPORATION 2004 EMPLOYEE
STOCK PURCHASE PLAN


By:  /s/ Robert M. Smitson                  Member of Compensation
         Robert M. Smitson                  and Human Resources Committee

By:  /s/ Stefan S. Anderson                 Member of Compensation
         Stefan S. Anderson                 and Human Resources Committee

By:  /s/ Frank A. Bracken                   Member of Compensation
         Frank A. Bracken                   and Human Resources Committee

By:  /s/ Thomas B. Clark                    Member of Compensation
         Thomas B. Clark                    and Human Resources Committee

By:  /s/ Norman M. Johnson                  Member of Compensation
         Norman M. Johnson                  and Human Resources Committee

<PAGE>





                                INDEX TO EXHIBITS

REGULATION S-K            EXHIBIT
ITEM 601. . . . . . . .   NUMBER           DESCRIPTION OF EXHIBIT
------------------------  -------------    -------------------------------------
(4) . . . . . . . . . .   4.01            ARTICLES V, VII AND IX OF REGISTRANT'S
                                          ARTICLES OF INCORPORATION  AND THE
                                          ARTICLES OF AMENDMENT  THERETO ARE
                                          INCORPORATED BY  REFERENCE  TO EXHIBIT
                                          3.1 OF  REGISTRANT'S  QUARTERLY REPORT
                                          ON FORM 10-Q FOR THE QUARTER ENDED
                                          JUNE 30, 1999, AS FILED WITH THE
                                          COMMISSION ON AUGUST 16, 1999.

                          4.02            ARTICLES III AND IV OF FIRST MERCHANTS
                                          CORPORATION'S  BYLAWS AND  AMENDMENTS
                                          THERETO ARE  INCORPORATED BY REFERENCE
                                          TO EXHIBIT 3(b) OF REGISTRANT'S ANNUAL
                                          REPORT  ON FORM 10-K FOR THE  FISCAL
                                          YEAR ENDED DECEMBER 31, 2003, AS FILED
                                          WITH THE COMMISSION ON MARCH 15, 2004.

                          4.03*           FIRST MERCHANTS CORPORATION
                                          2004 EMPLOYEE STOCK PURCHASE PLAN

(5) . . . . . . . . . .   5.01*           OPINION OF BINGHAM MCHALE, LLP


(23) . . . . . . . . . . 23.01*           CONSENT OF BKD LLP, INDEPENDENT
                                          PUBLIC ACCOUNTANTS

                         23.02*           CONSENT OF BINGHAM MCHALE, LLP
                                          (INCLUDED IN EXHIBIT 5.01)

(24) . . . . . . . . . . 24.01*           POWER OF ATTORNEY (SEE SIGNATURE
                                          PAGE)
______________________________
*  Filed herewith


<PAGE>


                                  EXHIBIT 4.03
                           FIRST MERCHANTS CORPORATION
                        2004 EMPLOYEE STOCK PURCHASE PLAN

INTRODUCTION

    The   First   Merchants  Corporation  2004  Employee   Stock  Purchase  Plan
(the  "Plan")  was  adopted by the Board of  Directors  (the  "Board")  of First
Merchants  Corporation (the "Company") on December 9, 2003,  subject to approval
of the Company's  shareholders  at their annual  meeting on April 22, 2004.  The
effective  date of the Plan  shall be July 1,  2004,  if it is  approved  by the
shareholders.  The purpose of the Plan is to provide  eligible  employees of the
Company and its  subsidiaries  a convenient  opportunity  to purchase  shares of
common  stock of the  Company  through  annual  offerings  financed  by  payroll
deductions. As used in this Plan, "subsidiary" means a corporation or other form
of business  association of which shares (or other ownership  interests)  having
50% or  more  of the  voting  power  are,  or in the  future  become,  owned  or
controlled,  directly or indirectly, by the Company. The Plan may continue until
all the  stock  allocated  to it has been  purchased  or until  after  the fifth
offering is completed, whichever is earlier. The Board may terminate the Plan at
any time, or make such  amendment of the Plan as it may deem  advisable,  but no
amendment may be made without the approval of the Company's  shareholders  if it
would materially:  (i) increase the benefits accruing to participants  under the
Plan; (ii) modify the  requirements as to eligibility for  participation  in the
Plan;  (iii)  increase  the number of shares which may be issued under the Plan,
(iv) increase the cost of the Plan to the Company;  or (v) alter the  allocation
of Plan benefits among participating  employees. The Plan is not qualified under
Section  401(a) of the  Internal  Revenue  Code of 1986 (the  "Code") and is not
subject to any provisions of the Employee Retirement Income Security Act of 1974
(ERISA).  It is the Company's intention to have the Plan qualify as an "employee
stock  purchase  plan" under Section 423 of the Code,  and the provisions of the
Plan  shall be  construed  so as to extend and limit  participation  in a manner
consistent with the requirements of that Section of the Code.

ADMINISTRATION

    The  Plan  is  administered   by   the  Compensation  and   Human  Resources
Committee (the "Committee"), which consists of two or more members of the Board,
none of whom  are  eligible  to  participate  in the  Plan  and all of whom  are
"non-employee  directors,"  as such term is defined in Rule  16b-3(b)(3)  of the
Securities and Exchange  Commission,  under the Securities Exchange Act of 1934,
as amended (the "1934 Act"). The Committee shall prescribe rules and regulations
for the  administration of the Plan and interpret its provisions.  The Committee
may correct any defect,  reconcile any inconsistency or resolve any ambiguity in
the Plan. The actions and determinations of the Committee on matters relating to
the Plan are conclusive.  The Committee and its members may be addressed in care
of the Company at its  principal  office.  The members of the  Committee  do not
serve for fixed  periods  but may be  appointed  or  removed  at any time by the
Board.

STOCK SUBJECT TO THE PLAN

    An  aggregate  of 400,000  shares of common  stock,  without par value,  of
the Company (the  "Common  Stock") is  available  for  purchase  under the Plan.
Shares of Common Stock which are to be delivered  under the Plan may be obtained
by the  Company  by  authorized  purchases  on the open  market or from  private
sources,  or by issuing  authorized but unissued  shares of Common Stock. In the
event of any  change  in the  Common  Stock  through  recapitalization,  merger,
consolidation,  stock  dividend or split,  combination or exchanges of shares or
otherwise, the Committee may make such equitable adjustments in the Plan and the
then outstanding offering as it deems necessary and appropriate  including,  but
not limited to, changing the number of shares of Common Stock reserved under the
Plan and the price of the  current  offering.  If the number of shares of Common
Stock that  participating  employees become entitled to purchase is greater than
the number of shares of Common Stock  available,  the available  shares shall be
allocated by the Committee among such participating  employees in such manner as
it deems fair and  equitable.  No  fractional  shares of Common  Stock  shall be
issued or sold under the Plan.

ELIGIBILITY

    All  employees  of the  Company  and  such of its  subsidiaries  as shall be
designated  by the  Committee  will be eligible to  participate  in the Plan. No
employee  shall be eligible to  participate  in the Plan if his or her customary
employment  is less than 20 hours per week.  No  employee  shall be  eligible to
participate in an offering  unless he or she has been  continuously  employed by
the  Company or  subsidiary  for at least six months as of the first day of such
offering.  No  employee  shall  be  eligible  to  participate  in the  Plan  if,
immediately  after an option is granted  under the Plan,  the employee owns more
than  five  percent  (5%) of the  total  combined  voting  power or value of all
classes of shares of the Company or of any parent or subsidiary of the Company.

OFFERINGS, PARTICIPATING, DEDUCTIONS

    The  Company  may  make up to  five  offerings  of 12 months' duration  each
to eligible  employees  to  purchase  Common  Stock under the Plan.  An eligible
employee may  participate  in such offering by  authorizing at any time prior to
the first day of such  offering a payroll  deduction  for such  purpose in whole
dollar  amounts,  up to a maximum  of twenty  percent  (20%) of his or her basic
salary or wages,  excluding  any bonus,  overtime,  incentive  or other  similar
extraordinary  remuneration received by such employee.  The Committee may at any
time suspend an offering if required by law or if determined by the Committee to
be in the best  interests of the Company.  The Company will maintain or cause to
be maintained  payroll deduction accounts for all participating  employees.  All
funds received or held by the Company or its subsidiaries under the Plan may be,
but need not be,  segregated  from  other  corporate  funds.  Payroll  deduction
accounts  will be  credited  with  interest at such rates and  intervals  as the
Committee  shall  determine  from time to time.  Any  balance  remaining  in any
employee's  payroll  deduction  account at the end of an offering period will be
refunded to the employee.  Each participating  employee will receive a statement
of his or her payroll deduction account and the number of shares of Common Stock
purchased therewith following the end of each offering period. Subject to rules,
procedures and forms adopted by the Committee,  a participating  employee may at
any time during the  offering  period  increase,  decrease or suspend his or her
payroll  deduction,  or may  withdraw  the entire  balance of his or her payroll
deduction account and thereby withdraw from participation in an offering.  Under
the initial rules  established by the Committee,  payroll  deductions may not be
altered more than once in each offering  period and  withdrawal  requests may be
received  on or  before  the  last  day of  such  offering.  In the  event  of a
participating employee's retirement,  death or termination of employment, his or
her participation in any offering under the Plan shall cease, no further amounts
shall be  deducted  pursuant  to the Plan,  and the  balance  in the  employee's
account shall be paid to the employee, or, in the event of the employee's death,
to the  employee's  beneficiary  designated  on a form approved by the Committee
(or, if the employee has not designated a beneficiary, to his or her estate).

PURCHASE, LIMITATIONS, PRICE

    Each  employee  participating  in any  offering  under  the  Plan  will be
granted an option,  upon the effective date of such  offering,  for as many full
shares of Common Stock as the amount of his or her payroll  deduction account at
the end of any  offering  period can  purchase.  No  employee  may be granted an
option under the Plan which  permits his or her rights to purchase  Common Stock
under the Plan,  and any other stock purchase plan of the Company or a parent or
subsidiary of the Company  qualified under Section 423 of the Code, to accrue at
a rate  which  exceeds  $25,000  of  Fair  Market  Value  of such  Common  Stock
(determined  at the time the option is granted) for each  calendar year in which
the  option  is  outstanding  at any  time.  As of the last day of the  offering
period,  the payroll deduction account of each  participating  employee shall be
totaled.  If such account contains sufficient funds to purchase one or more full
shares of Common  Stock as of that date,  the  employee  shall be deemed to have
exercised  an option to  purchase  the  largest  number of full shares of Common
Stock at the offering  price.  Such  employee's  account will be charged for the
amount of the  purchase  and the  employee's  book entry stock  account  will be
credited  with the number of shares of Common  Stock  purchased.  The  Committee
shall determine the purchase price of the shares of Common Stock which are to be
sold under each offering, which price shall be the lesser of (i) an amount equal
to 85 percent  of the Fair  Market  Value of the  Common  Stock at the time such
option is  granted,  or (ii) an amount  equal to 85 percent  of the Fair  Market
Value of the Common  Stock at the time such option is  exercised.  "Fair  Market
Value"  of a share  of  Common  Stock  on a given  date is  defined  as the last
reported sale price of a share on such date, or if no sale took place,  the last
reported  sale price of a share of stock on the most  recent day on which a sale
of a share of stock  took  place as  recorded  on the  Nasdaq  Stock  Market  or
national  securities exchange on which the Common Stock of the Company is listed
on such date.  If the Common  Stock of the Company  isn't listed on such date on
the Nasdaq Stock Market or a national securities  exchange,  "Fair Market Value"
is defined as the fair  market  value of a share on such date as  determined  in
good faith by the Committee.

STOCK ACCOUNTS, TRANSFER OF INTERESTS

    Shares of Common  Stock  purchased  under the Plan may be  registered in the
name of a nominee or held in such other manner as the Committee determines to be
appropriate.   A  book  entry  stock  account  will  be   established   in  each
participating   employee's  name.  Each  participating   employee  will  be  the
beneficial  owner of the Common Stock  purchased  under the Plan and credited to
his or her  stock  account,  and he or she will have all  rights  of  beneficial
ownership in such Common Stock.  The Company or its nominee will retain  custody
of the Common Stock  purchased  under the Plan until  specifically  requested in
writing by the participating  employee to be sold,  transferred or delivered.  A
participating employee may request that a stock certificate, representing all or
part of the shares of Common  Stock  credited  to his or her stock  account,  be
issued and delivered to the participating employee at any time. No option, right
or benefit under the Plan may be transferred by a  participating  employee other
than by will or the laws of descent and  distribution,  and all options,  rights
and benefits under the Plan may be exercised during the participating employee's
lifetime   only  by  such   employee  or  the   employee's   guardian  or  legal
representative.  There are no restrictions imposed by or under the Plan upon the
resale of shares of Common Stock issued under the Plan.  Certain officers of the
Company are subject to  restrictions  under  Section 16(b) of the 1934 Act. With
respect to such  officers,  transactions  under the Plan are  intended to comply
with all applicable  conditions of Rule 16b-3 or its  successors  under the 1934
Act. To the extent any provision of the Plan or action by the Committee fails to
so  comply,  it shall be deemed  null and void if  permitted  by law and  deemed
advisable by the Committee.  Beneficial  ownership of the shares of Common Stock
purchased  under  the  Plan may be held  only in the  name of the  participating
employee, or, if such employee so indicates on his or her authorization form, in
his or her  name  jointly  with a member  of his or her  family,  with  right of
survivorship. A participating employee who is a resident of a jurisdiction which
does not recognize such a joint tenancy may hold shares in the  employee's  name
as  tenant  in  common  with a member  of his or her  family,  without  right of
survivorship.



<PAGE>


                                  EXHIBIT 5.01
                          OPINION OF BINGHAM MCHALE LLP

June 1, 2004

Board of Directors
First Merchants Corporation
200 East Jackson Street
Muncie, Indiana 47305

Gentlemen:

         We have acted as counsel to First  Merchants  Corporation,  an Indiana
corporation  (the  "Company"),  in connection  with the filing of a Registration
Statement on Form S-8 (the  "Registration  Statement"),  with the Securities and
Exchange Commission (the "Commission") for the purposes of registering under the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  400,000 of the
Company's  authorized but unissued shares of common stock (the "Common  Shares")
issuable under the First Merchants Corporation 2004 Employee Stock Purchase Plan
(the "Plan").  We are rendering the opinions contained herein in connection with
the requirements of the Securities Act.

         In connection  with the foregoing,  we have been provided with and have
reviewed  originals  or  copies,   certified  or  otherwise  identified  to  our
satisfaction, of the following documents:

         A.       The Registration Statement;

         B.       The Plan;

         C.       Resolutions of the Board of Directors of the Company (the
                  "Resolutions"), as certified by the Secretary of the
                  Company as of June 1, 2004;

         D.       The Articles of Incorporation of the Company, as certified by
                  the Secretary of the Company as of June 1, 2004;

         E.       The By-Laws of the Company, as certified by the Secretary of
                  Company as of June 1, 2004; and

         F.       Such other documents, instruments, and certificates as we have
                  deemed necessary or appropriate for the purpose of rendering
                  the opinions set forth herein.

         For purposes of this opinion,  we have examined the above documents and
have made such  examination  of  Indiana  law as we have  deemed  necessary  and
appropriate.  We have  relied  upon the above  documents  as to matters of fact.
Except as otherwise  expressly stated herein, we have not independently  checked
or  verified  the  accuracy  or  completeness  of the  information  set forth or
certified in such documents.

         We further advise you that we have not made any special examination of,
and are not expressing any opinion regarding, the affairs or financial condition
of the Company.

         In examining the  above-listed  items,  we have assumed with respect to
all documents examined by us the genuineness of all signatures, the authenticity
of all  documents  submitted  to us as  originals,  and  the  conformity  to the
originals  of  all   documents   submitted  to  us  as   certified,   conformed,
representative,  photostatic or telefacsimile  copies. We also have assumed with
respect to all documents  examined by us which  contained  facsimile  signatures
that such signatures were the original  signature of the party and have the same
force and effect as an original  signature.  Finally,  we have  assumed that the
Resolutions have not and will not be amended, altered or superseded prior to the
issuance of the Common Shares;  and that no changes will occur in the applicable
law or the pertinent facts prior to the issuance of the Common Shares.

         As to any facts material to our opinion which we did not  independently
establish or verify,  we have been  furnished  with, and have solely relied upon
certificates  of officers of the Companies  delivered to us in  connection  with
this opinion (the "Officers' Certificates"). With respect to matters relating to
the due  incorporation or organization and valid existence of the Companies,  we
have obtained and relied solely upon a certificate  of existence for the Company
issued by the Indiana Secretary of State.

         Based upon the foregoing  and subject to the  qualifications  set forth
in this  letter,  we are of the  opinion  that the  Common  Shares  are  validly
authorized and, when (a) the pertinent  provisions of the Securities Act and all
relevant state securities laws have been complied with and (b) the Common Shares
have been delivered  against  payment  therefor as contemplated by the Plan, the
Common Shares will be legally issued, fully paid and non-assessable.

         We  hereby consent  to  the filing of this opinion as an exhibit to the
Registration  Statement.  In giving  this  consent,  we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities Act or under the rules and  regulations  of the  Commission  relating
thereto.

Very truly yours,



BINGHAM MCHALE LLP


<PAGE>


                                  EXHIBIT 23.01

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this  Registration  Statement of
First Merchants  Corporation on Form S-8 of our report dated January 21, 2004 of
our  audits  of  the  consolidated   financial  statements  of  First  Merchants
Corporation  as of December 31, 2003 and 2002 and for each of the three years in
the period ended December 31, 2003, which report is incorporated by reference in
First  Merchants  Corporation's  Annual  Report on Form 10-K for the year  ended
December 31, 2003.


/s/ BKD, LLP


Indianapolis, Indiana
June 1, 2004