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): October 28, 2008

                           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

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

_    Written  communications  pursuant to Rule-425  under the Securities Act (17
     CFR 230.425)

_    Soliciting  material pursuant to Rule-14a-12 under the Exchange Act (17 CFR
     240.14a-12)

_    Pre-commencement   communications   pursuant  to  Rule-14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

_    Pre-commencement   communications   pursuant  to  Rule-13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


Item 5.03.  Amendments to Articles of Incorporation or Bylaws;  Change in Fiscal
            Year.

     (a)  On  October  28,  2008,  the  Board of  Directors  of First  Merchants
          Corporation  amended Article V, Section 1 of the Corporation's  Bylaws
          to provide for: (i) ten (10) Directors rather than the previous eleven
          (11) and (ii) three (3) Class III  Directors  rather than the previous
          four (4).  The  amendment  eliminated a vacancy  which had  previously
          existed on the First Merchants Corporation Board of Directors.

Item 9.01. Financial Statements and Exhibits.

     (d)  (3.1)  Article V, Section 1 of the  Corporation's  Bylaws,  as amended
          October 28, 2008



                                   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.

         DATE: October 29, 2008.

                                         FIRST MERCHANTS CORPORATION


                                         By: /s/ Mark K. Hardwick
                                             -------------------------
                                                 Mark K. Hardwick,
                                                 Executive Vice President and
                                                 Chief Financial Officer








<page>

                                  EXHIBIT INDEX


(3.1) Article V, Section 1 of the  Corporation's  Bylaws, as amended October 28,
2008

<page>

EXHIBIT 3.1

                                    ARTICLE V

                               Board of Directors

     Section 1. Election, Number and Term of Office. The business and affairs of
the Corporation  shall be managed in accordance with the Act under the direction
of a Board consisting of ten (10) Directors, to be elected by the holders of the
shares of stock entitled by the Articles of  Incorporation  to elect  Directors.
The  number of  Directors  may be  changed  by  amendment  of this  Section by a
two-thirds (2/3) vote of the Board of Directors.

     The  Directors  shall be divided  into three (3) classes as nearly equal in
number as  possible,  all  Directors  to serve  three (3) year  terms  except as
provided in the third  paragraph of this Section.  One class shall be elected at
each annual meeting of the  shareholders,  by the holders of the shares of stock
entitled by the Articles of Incorporation to elect Directors.  Unless the number
of Directors is changed by  amendment of this  Section,  Classes I and III shall
each have three (3) Directors,  and Class II shall have four (4)  Directors.  No
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director.

     No person  shall serve as a Director  subsequent  to the annual  meeting of
shareholders following the end of the calendar year in which such person attains
the age of seventy  (70) years.  The term of a Director  shall  expire as of the
annual meeting following which the Director is no longer eligible to serve under
the  provisions  of this  paragraph,  even if fewer  than  three (3) years  have
elapsed since the commencement of the Director's term.

     Except in the case of earlier resignation,  removal or death, all Directors
shall hold office until their respective successors are chosen and qualified.

     The  provisions of this Section of the Bylaws may not be changed or amended
except by a two-thirds (2/3) vote of the Board of Directors.