Registration Statement No. 333-_____________

                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, including Zip Code)

                           FIRST MERCHANTS CORPORATION
                      1999 LONG-TERM EQUITY INCENTIVE 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
<S>               <C>                <C>                     <C>                     <C>
----------------------------------------------------------------------------------------------------
Title of             Amount              Proposed                Proposed              Amount of
Securities to        to be           maximum offering        maximum aggregate       registration
Be registered     registered (1)     price per share (2)      offering price (2)          fee
----------------------------------------------------------------------------------------------------

Common Stock,
no par value      900,000 Shares           $25.48               $22,932,000            $1,856.00

</TABLE>

 (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 the average of the high and low sales prices for
         First Merchants Corporation's common stock on December 17, 2003, as
         quoted on the NASDAQ National Market System ($25.48 per share).

   ---------------------------------------------------------------------------

            INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

The  contents of the  Registration  Statement  on Form S-8 (File No.  333-80117)
filed on June 7, 1999 are incorporated herein by reference.

   ---------------------------------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.  EXHIBITS.

The following exhibits are being filed as part of this Registration Statement:
<TABLE>
<CAPTION>

EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K                  EXHIBIT
ITEM 601. . . . . . . . . . .   NUMBER     DESCRIPTION OF EXHIBIT
-----------------------------   -------    ------------------------------------------
<S>                             <C>        <C>

(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)
</TABLE>

                                   SIGNATURES

         The Registrant. 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,  hereunto
duly authorized, in the City of Muncie, State of Indiana, on December 19, 2003.

                           FIRST MERCHANTS CORPORATION


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


         Pursuant to the requirements of the Securities Act of 1933, this
Registration  Statement  has been signed on December 19, 2003,  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, Chief Financial Officer
---------------------------
     Mark K. Hardwick            (Principal Financial and Accounting Officer)

/s/  Stephan S. Anderson         Chairman of the Board and Director
---------------------------
     Stephan S. Anderson

/s/  Roger M. Arwood             Director
----------------------------
     Roger M. Arwood

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

/s/  Dennis A. Bieberich         Director
----------------------------
     Dennis A. Bieberich

                                 Director
----------------------------
     Richard A. Boehning

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

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

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

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

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

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

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

/s/  George A. Sissel            Director
----------------------------
     George A. Sissel

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

/s/  John E. Worthen             Director
----------------------------
     John E. Worthen


         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Members of the  Compensation  and Human  Resources  Committee (i.e. the plan
administrator)  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 December 19, 2003.


                                            FIRST MERCHANTS CORPORATION
                                            1999 LONG-TERM EQUITY INCENTIVE PLAN


                                            By: /s/  Robert M. Smitson
                                                --------------------------------
                                                  Robert M. Smitson


                                            By: /s/  Frank A. Bracken
                                                --------------------------------
                                                  Frank A. Bracken


                                            By: /s/  Thomas B. Clark
                                                --------------------------------
                                                  Thomas B. Clark


                                            By: /s/  Norman M. Johnson
                                                --------------------------------
                                                  Norman M. Johnson


                                            By: /s/  Stefan S. Anderson
                                                --------------------------------
                                                  Stefan S. Anderson


<PAGE>



                                  EXHIBIT INDEX

Exhibit No.

5.01                   Opinion of Bingham McHale LLP

23.01                  Consent of BKD, LLP, Independent Public Accountants

23.02                  Consent of Bingham McHale LLP (included in Exhibit 5.01)

<PAGE>



EXHIBIT 5.01

December 19, 2003

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"),  900,000 of the
Company's  authorized but unissued shares of common stock (the "Common  Shares")
issuable under the First Merchants  Corporation  1999 Long-Term Equity Incentive
Plan (the "Plan").

         In connection therewith, we have investigated those questions of law as
we have deemed  necessary or appropriate  for purposes of this opinion.  We have
also  examined  originals,  or copies  certified or otherwise  identified to our
satisfaction,  of those documents,  corporate or other records, certificates and
other papers that we deemed  necessary to examine for purposes of this  opinion.
We have also relied,  without  investigation as to the accuracy thereof, on oral
and written communications from public officials and officers of the Company.

         For purposes of this opinion, we have assumed (i) the genuineness of
all signatures of all parties other than the Company;  (ii) the  authenticity of
all  documents  submitted to us as  originals  and the  conformity  to authentic
originals of all documents  submitted to us as certified or photostatic  copies;
(iii)  that  the  Resolutions  have  not and will  not be  amended,  altered  or
superseded prior to the issuance of the Common Shares;  and (iv) that no changes
will occur in the applicable law or the pertinent facts prior to the issuance of
the Common Shares.

         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

DRP/MLE/baa


<PAGE>





                                  EXHIBIT 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated January 17, 2003 which appears on page
18 of the 2002 Annual Report to  Shareholders  of First  Merchants  Corporation,
which is  incorporated  by reference  in First  Merchants  Corporation's  Annual
Report on Form 10-K for the year ended December 31, 2002.


BKD, LLP
Indianapolis, Indiana
December 19, 2003