UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 11-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                  For the fiscal year ended December 31, 2007

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                         Commission file number 0-17071

A.  Full title of the plan and the address of the plan, if different from that
    of the Issuer named below:

                          First Merchants Corporation
                            Retirement Savings Plan

B.  Name of issuer of the securities held pursuant to the plan and the address
    of its principal office:

                          First Merchants Corporation
                            200 East Jackson Street
                             Muncie, Indiana 47305


<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 Number  333-50484) of our report
dated May 31, 2008, of our audit on the financial  statements of First Merchants
Corporation  Retirement  Income and Savings Plan for the year ended December 31,
2007, which report is included in its Annual Report on Form 11-K.





BKD, LLP

Indianapolis, Indiana
May 31, 2008


<page>
                           First Merchants Corporation
                       Retirement Income and Savings Plan
                              EIN 35-1544218 PN 002

                  Accountants' Report and Financial Statements
                           December 31, 2007 and 2006
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                           December 31, 2007 and 2006


Contents


Report of Independent Registered Public Accounting Firm........................1



Financial Statements

   Statements of Net Assets Available for Benefits.............................2

   Statements of Changes in Net Assets Available for Benefits..................3

   Notes to Financial Statements...............................................4



Supplemental Schedule

   Schedule H, Line 4i - Schedule of Assets Held for
   Investment Purposes at End of Year.........................................11


<PAGE>
            Report of Independent Registered Public Accounting Firm


Audit and Administrative Committee
First Merchants Corporation Retirement and Savings Plan
Muncie, Indiana


We have audited the accompanying statements of net assets available for benefits
of First Merchants Corporation Retirement Income and Savings Plan as of December
31, 2007 and 2006, and the related statements of changes in net assets available
for  benefits  for the years then  ended.  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 net assets available for benefits of First Merchants
Retirement  Income and Savings  Plan as of December  31, 2007 and 2006,  and the
changes in its net assets  available  for  benefits  for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying   supplemental  schedule  is  presented  for  the  purpose  of
additional  analysis  and  is  not  a  required  part  of  the  basic  financial
statements,  but is  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income  Security  Act of 1974.  This  supplemental  schedule  is the
responsibility  of the Plan's  management.  The  supplemental  schedule has been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our opinion,  is fairly  stated,  in all material
respects, in relation to the basic financial statements taken as a whole.



Indianapolis, Indiana
May 31, 2008

Federal Employer Identification Number:  44-0160260
<PAGE>
                           First Merchants Corporation
                       Retirement Income and Savings Plan
                 Statements of Net Assets Available for Benefits
                           December 31, 2007 and 2006

<table>
<caption>
Assets
                                                                                    2007                2006
                                                                                ------------------------------------

                                                                             <C>                   <C>

     Investments, at fair market value

          Common stock                                                          $   898,880           $ 1,180,998

          Mutual funds                                                           41,109,136            38,478,653

          Collective investment fund                                              1,917,967             1,971,563

          Money market funds                                                      2,383,076             1,897,754

          Participant loans                                                          70,133               139,879
                                                                                ---------------     ----------------

                  Total investments                                              46,379,192            43,668,847
                                                                                ---------------     ----------------

     Receivables

          Accrued income                                                             15,511                14,311

          Employer contributions                                                  1,467,396             1,399,525
                                                                                ---------------     ----------------

                  Total receivables                                               1,482,907             1,413,836
                                                                                ---------------     ----------------


     Cash                                                                            17,229                17,355
                                                                                ---------------     ----------------


                  Total assets                                                   47,879,328            45,100,038

Liabilities

          Excess contributions refundable                                                 -                 5,468
                                                                                ---------------     ----------------


Net Assets Available at Fair Market Value
          Adjustment from fair value to contract value for
          interest in collective trust relating to fully
          benefit-responsive                                                     47,879,328            45,094,570

             investment contracts                                                    (9,487)               19,716
                                                                                ---------------     ----------------


Net Assets Available for Benefits                                               $47,869,841           $45,114,286
                                                                                ===============     ================


See Notes to Financial Statements                                         Page 2
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
           Statements of Changes in Net Assets Available for Benefits
                     Years Ended December 31, 2007 and 2006

                                                                                     2007                2006
                                                                                ------------------------------------

     Investment Income

          Net appreciation (depreciation) in fair value of investments           (1,638,645)            2,478,543

          Interest and dividends                                                  4,251,214             2,298,773
                                                                                ---------------     ----------------

                  Net investment income                                           2,612,569             4,777,316
                                                                                ---------------     ----------------

     Contributions

          Participants                                                            2,864,855             2,828,581

          Employer                                                                2,394,262             2,312,050

          Rollovers                                                                 324,418               650,796

          Other contributions                                                        10,636                     -
                                                                                ---------------     ----------------

                                                                                  5,594,171             5,791,427
                                                                                ---------------     ----------------


                  Total additions                                                 8,206,740            10,568,743


     Deductions - benefits paid to participants                                   5,451,185             3,847,666
                                                                                ---------------     ----------------


     Net Increase                                                                 2,755,555             6,721,077


     Net Assets Available for Benefits, Beginning of Year                        45,114,286            38,393,209
                                                                                ---------------     ----------------


     Net Assets Available for Benefits, End of Year                             $47,869,841           $45,114,286
                                                                                ===============     ================

</table>

See Notes to Financial Statements                                         Page 3
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                          Notes to Financial Statements
                           December 31, 2007 and 2006


Note 1:  Description of Plan

     The following description of First Merchants Corporation  Retirement Income
     and Savings Plan (Plan)  provides  only general  information.  Participants
     should refer to the Plan Document and Summary Plan  Description  for a more
     complete description of the Plan's provisions, which are available from the
     plan administrator.


    General

     The  Plan is a  defined-contribution  plan  sponsored  by  First  Merchants
     Corporation  (Corporation)  for the benefit of all employees who are age 18
     or older. It is subject to the provisions of the Employee Retirement Income
     Security Act of 1974 (ERISA).  First Merchants Trust Company is the trustee
     and  recordkeeper of the Plan. In October 2006, the assets were transferred
     from Mid Atlantic  Capital  Corporation  to  Fidelity.  Fidelity is now the
     custodian for a majority of the Plan's assets.


    Contributions

     The Plan permits eligible  employees  through a salary deferral election to
     have the  Corporation  make annual  contributions  of up to 75% of eligible
     compensation  up  to  the  maximum  allowed  by  law.   Employee   rollover
     contributions are also permitted.  Effective January 1, 2007, the Plan will
     accept Roth elective deferrals made on behalf of participants.

     Prior to March 1, 2005, the Corporation made matching  contributions of its
     employees'  salary  deferral  amounts of 25% of the first 5% of  employees'
     eligible compensation for all participating employees. After March 1, 2005,
     the  matching  contribution  described  above is the only type of  employer
     contribution granted to grandfathered  participants who are at least age 55
     and credited  with at least ten years of service at February 28, 2005.  The
     remaining  participants  may  receive  three  different  types of  employer
     contributions. The Corporation's contributions are as follows:

          o    Retirement security contributions:  range from 2% of pay to 7% of
               pay based on years of service.  The  participant  must have 1,000
               hours of service and be employed at the end of the plan year.

          o    Matching  contributions:  50%  of  the  first  6%  of  employees'
               eligible compensation for all participating employees.

          o    Transition  contributions:  3% of eligible  compensation  for all
               participants  who are at least age 45, credited with at least ten
               years of service at February 28, 2005 and were  participating  in
               the Corporation's  defined-benefit plan at February 28, 2005. The
               participant  must have 1,000  hours of service and be employed at
               the  end of  the  plan  year.  This  contribution  will  only  be
               applicable through the 2009 plan year.


                                                                          Page 4
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                          Notes to Financial Statements
                           December 31, 2007 and 2006


          The entry date for retirement security and transition contributions is
          March 1, 2005, and each subsequent  January 1. Catch-up  contributions
          are also available for  participants  after they reach 50 years of age
          before the end of the applicable year.

          The Plan document also includes an automatic  deferral feature whereby
          a  participant  is  treated  as  electing  to  defer  3%  of  eligible
          compensation  unless  the  participant  made an  affirmative  election
          otherwise. Contributions are subject to certain limitations.


     Participant Investment Account Options

          Investment  account options available include various funds as well as
          Corporation common stock. Each participant has the option of directing
          his contributions into any of the separate investment accounts and may
          change the allocation daily.  Allocations to the Corporation's  common
          stock are generally limited to 25% of the applicable account balance.


     Participant Accounts

          Each   participant's   account  is  credited  with  the  participant's
          contribution,   the  Corporation's  contribution  and  plan  earnings.
          Allocations  of  Plan  earnings  are  based  on  participant   account
          balances,  as defined. The benefits to which a participant is entitled
          is the benefit  that can be  provided  from the  participant's  vested
          account.


     Vesting

          Participants are immediately  vested in their voluntary  contributions
          and rollover contribution  accounts plus earnings thereon.  Vesting in
          the Corporation's matching contribution portion of their accounts plus
          earnings thereon is based on years of credited service.  A participant
          is fully vested in the matching  contribution portion of their account
          after five years of  credited  service.  In 2006,  the  vesting in the
          retirement  security   contribution  portion  of  their  account  plus
          earnings was 100% after five years of credited  service and vesting in
          the transition  contribution portion of their account plus earnings is
          immediate since all eligible  participants  have at least ten years of
          service. Effective January 1, 2007, the Plan was amended to change the
          vesting of the Corporation's  retirement security contribution portion
          of  participant's  accounts  to 100%  after  three  years of  credited
          service.  The  nonvested  balance is  forfeited  upon  termination  of
          service.   Forefeitures   are  used  to   reduce   the   Corporation's
          contribution or to pay reasonable administrative expenses of the Plan.


    Payment of Benefits

          Upon  termination  of  service,  participants  may elect to  receive a
          lump-sum amount or installments  equal to the value of their accounts.
          Withdrawals   other  than  for   termination   are   permitted   under
          circumstances  provided by the Plan.  At  December  31, 2007 and 2006,
          plan assets include approximately  $55,900 and $39,600,  respectively,
          allocated to accounts of terminated or retired  participants  who have
          elected to withdraw from the Plan but have not yet been paid.

                                                                          Page 5
<PAGE>



                           First Merchants Corporation
                       Retirement Income and Savings Plan
                          Notes to Financial Statements
                           December 31, 2007 and 2006



     Plan Termination

          Although it has not expressed any intent to do so, the Corporation has
          the right under the Plan to discontinue its  contributions at any time
          and to terminate the Plan subject to the  provisions of ERISA.  In the
          event of Plan  termination,  participants  will  become 100% vested in
          their accounts.



Note 2:  Summary of Significant Accounting Policies


    Method of Accounting

          The  accompanying  financial  statements  are  prepared on the accrual
          method of accounting.


     Use of Estimates

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amounts  of net  assets  and  changes  in  net  assets  available  for
          benefits. Actual results could differ from those estimates.

          As described in Financial  Accounting  Standards Board Staff Position,
          FSP AAG INV-1 and SOP 94-4-1,  Reporting  of Fully  Benefit-Responsive
          Investment  Contracts Held by Certain Investment  Companies Subject to
          the AICPA Investment Company Guide and Defined-Contribution Health and
          Welfare and Pension Plans (the FSP),  investment  contracts  held by a
          defined-contribution  plan are  required to be reported at fair value.
          However, contract value is the relevant measurement attribute for that
          portion   of   the   net   assets   available   for   benefits   of  a
          defined-contribution  plan  attributable  to fully  benefit-responsive
          investment contracts because contract value is the amount participants
          would receive if they were to initiate  permitted  transactions  under
          the terms of the plan.  As required by the FSP,  the  Statement of Net
          Assets  Available  for  Benefits   presents  the  fair  value  of  the
          investment   contracts  as  well  as  the   adjustment  of  the  fully
          benefit-responsive  investment  contracts  from fair value to contract
          value.  The Statement of Changes in Net Assets  Available for Benefits
          is prepared  on a contract  value  basis.  The FSP was  effective  for
          financial statements for the years ending after December 15, 2006.


     Valuation of Investments and Income Recognition

          Quoted market  prices,  if available,  are used to value  investments.
          Participant  loans and money  market  funds are valued at cost,  which
          approximates  market.  Investment in the Corporation's common stock is
          valued at the quoted market price on the last business day of the plan
          year. The Plan's interest in the collective investment fund (Federated
          Capital  Preservation Fund) is valued based on information reported by
          the investment  advisor using the audited financial  statements of the
          collective investment fund at year-end.

                                                                          Page 6

<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                          Notes to Financial Statements
                           December 31, 2007 and 2006


          Purchases and sales of securities are recorded on a trade-date  basis.
          Interest  income is  recorded  on the  accrual  basis.  Dividends  are
          recorded on the ex-dividend date.


     Plan Tax Status

          The Plan obtained its latest  determination  letter in September 2001,
          in which the Internal Revenue Service stated that the Plan and related
          trust,  as then  designed,  were in  compliance  with  the  applicable
          requirements of the Internal Revenue Code and therefore not subject to
          tax.  The Plan has been  amended  and  restated  since  receiving  the
          determination  letter.  However, the Plan administrator  believes that
          the Plan and related trust are currently  designed and being  operated
          in compliance with the applicable requirements of the Internal Revenue
          Code.


     Payment of Benefits

          Benefit payments to participants are recorded upon distribution.


     Participant Loans

          Effective March 1, 2005,  participant  loans were acquired from merged
          plans.  Participant  loans  have  never  been  allowed  in  the  Plan.
          Effective  March 1, 2005,  no new loans will be granted under the Plan
          with respect to any merged plan that had an active loan  program.  Any
          outstanding  loan will  continue to be repaid based on the term of the
          loan from the merged plan.


     Administrative Expenses

          Administrative expenses may be paid by the Corporation or the Plan, at
          the Corporation's discretion.


                                                                          Page 7
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                          Notes to Financial Statements
                           December 31, 2007 and 2006


Note 3:  Investments

     At December  31, 2, the Plan's  investments  are held by  Fidelity  and the
     Corporation.  The  Federated  Capital  Preservation  Fund  included in Plan
     assets may be subject to  withdrawal  charges  upon  contract  termination.
     Crediting  interest  rates  on  the  guaranteed  interest  portion  of  the
     investment  contract are determined by the issuer.  The Plan's  investments
     (including  investments  bought, sold and held during the year) appreciated
     (depreciated) in fair value as follows:

<table>
<caption>
                                                                                               2007
                                                                                     Net
                                                                                 Depreciation         Fair Value
                                                                                in Fair Value           at End
                                                                                 During Year            of Year
                                                                                --------------- --- ----------------
             <S>                                                                  <C>                    <C>

         Investments at fair value

           Common stock                                                         $  (207,150)          $   898,880

           Mutual funds                                                          (1,431,495)           41,109,136

           Federated Capital Preservation Fund                                            -             1,917,967

         Investments at cost, which approximates market

           Money market fund                                                              -             2,383,076

           Participant loans                                                              -                70,133
                                                                                ---------------     ----------------

                                                                                $(1,638,645)          $46,379,192
                                                                                ===============     ================
</table>

                                                                          Page 8
<page>
                           First Merchants Corporation
                       Retirement Income and Savings Plan
                          Notes to Financial Statements
                           December 31, 2007 and 2006
<table>
                                                                                               2006
                                                                                     Net
                                                                                 Appreciation         Fair Value
                                                                                in Fair Value           at End
                                                                                 During Year            of Year
                                                                                ------------------------------------
           <S>                                                                      <C>                  <C>
         Investments at fair value


           Common stock                                                         $   56,851             $ 1,180,998

           Mutual funds                                                          2,421,692              38,478,653

           Federated Capital Preservation Fund                                           -               1,971,563


         Investments at cost, which approximates market

           Money market fund                                                             -               1,897,754

           Participant loans                                                             -                 139,879
                                                                                ---------------     ----------------

                                                                                $2,478,543             $43,668,847
                                                                                ===============     ================



Interest and dividends  realized on the Plan's  investments  for the years ended
2007 and 2006 were $4,251,214 and $2,298,773, respectively.


The fair values of individual  investments  that  represented  5% or more of the
Plan's assets were as follows:

                                                                                     2007                2006
                                                                                ------------------------------------


          American Funds Amcap Fund                                             $5,662,008              $5,531,041

          Goldman Sachs Mid Cap Equity Fund                                      4,462,526               4,500,401

          MFS Value Fund                                                         5,427,506               5,068,479

          Oppenheimer Main Street Fund                                           2,741,236               2,770,000

          PIMCO Total Return Fund                                                2,565,006               2,432,313

          Oppenheimer Small & Mid Cap Value Fund                                 3,743,401               3,646,415

</table>
                                                                          Page 9
<page>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                          Notes to Financial Statements
                           December 31, 2007 and 2006




Note 4:  Party-in-Interest Transactions

     Party-in-interest  transactions include those with fiduciaries or employees
     of the Plan,  any person who  provides  services  to the Plan,  an employer
     whose  employees  are covered by the Plan, an employee  organization  whose
     members  are  covered by the Plan,  a person who owns 50 percent or more of
     such an employer or employee association, or relatives of such persons.

     The Plan invests in First Merchants  Corporation common stock.  Activity at
     fair value was as follows:
<table>
                 <S>                                                                                   <C>

                                                                                                 First Merchants
                                                                                                   Corporation
                                                                                                     Common
                                                                                                      Stock
                                                                                                 ----------------


          Balance, January 1, 2006                                                                $1,073,188

             Changes                                                                                 107,810
                                                                                                 ----------------


          Balance, December 31, 2006                                                               1,180,998

             Changes                                                                                (282,118)
                                                                                                 ----------------


          Balance, December 31, 2007                                                              $  898,880
                                                                                                 ================


</table>

     The Corporation provides certain administrative  services at no cost to the
     Plan.

Note 5:  Plan Amendments

     Effective  January 1, 2007,  the Plan was  amended to change the vesting of
     the Corporation's retirement security contribution portion of participant's
     accounts to 100% after three years of credited service from 100% after five
     years of credited service.

     Also effective  January 1, 2007, the Plan was amended to accept Roth 401(k)
     elective deferrals made on behalf of participants.

                                                                         Page 10
<PAGE>





                              Supplemental Schedule




<PAGE>



                           First Merchants Corporation
                       Retirement Income and Savings Plan
      Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
                                 at End of Year
                                December 31, 2007
           Employer Identification Number: 35-1544218 Plan Number: 002
<table>
<caption>
                             (a)(b)                                    (c) (e)
                                                                      Description
                                                                         of
                       Identity of Issue,                             Investment
                      Borrower, Lessor, or                         Including Par or                  Current
                          Similar Party                             Maturity Value                    Value
------------------------------------------------------------------ ----------------- -------- -- ----------------
       <S>                                                                    <C>    <C>           <C>
     Common Stock

         *First Merchants Corporation                                        41,157  shares      $  898,880
                                                                                                 ----------------

     Mutual Funds

         AIM Small Cap Equity Fund                                           86,122  shares       1,009,352

         AIM Real Estate Fund                                                23,011  shares         525,115

         American Funds Amcap Fund                                          183,810  shares       5,662,008

         American Funds Europacific Fund                                     11,641  shares         582,760

         American Funds High Income Trust Fund                               69,042  shares         818,833

         Federated Max-Cap Index Fund                                        92,997  shares       2,184,490

         Fidelity Advisor Diversified International Fund                     55,150  shares       1,191,232

         Fidelity Advisor Freedom 2010 Fund                                  30,317  shares         376,236

         Fidelity Advisor Freedom 2015 Fund                                  26,102  shares         328,361

         Fidelity Advisor Freedom 2020 Fund                                  44,152  shares         607,093

         Fidelity Advisor Freedom 2025 Fund                                  23,592  shares         314,957

         Fidelity Advisor Freedom 2030 Fund                                  13,062  shares         190,960

         Fidelity Advisor Freedom 2035 Fund                                  17,077  shares         235,491

         Fidelity Advisor Freedom 2040 Fund                                   7,625  shares         114,680

         Fidelity Advisor Freedom 2045 Fund                                     732  shares           8,454

         Fidelity Advisor Freedom 2050 Fund                                   2,495  shares          28,762

         First American Mid Cap Growth Opportunity Fund                      37,195  shares       1,486,321

         Franklin Limited Maturity U. S. Government Fund                    160,680  shares       1,626,082

         Goldman Sachs Mid Cap Equity Fund                                  127,428  shares       4,462,526

         ING Index Plus Mid Cap Fund                                         75,623  shares       1,095,018


                                                                         Page 11
<page>

         MFS Value Fund                                                     204,889  shares       5,427,506

         MFS International New Discovery Fund                                43,664  shares       1,042,266

         Oppenheimer Main Street Fund                                        75,850  shares       2,741,236

         Oppenheimer Small & Mid Cap Value Fund                             104,740  shares       3,743,401

         PIMCO Foreign Bond Fund                                             25,535  shares         260,970

         PIMCO Total Return Fund                                            239,944  shares       2,565,006

         Putnam Small Cap Growth Fund                                        54,298  shares       1,055,010

         Templeton Foreign Fund                                             115,013  shares       1,425,010
                                                                                                -----------------

                                                                                                 41,109,136
                                                                                                -----------------
     Collective Investment Fund

         Federated Capital Preservation Fund                                190,848  shares       1,917,967
                                                                                                -----------------

     Money Market Fund

         Federated Government Obligations Fund                            2,383,076  shares       2,383,076
                                                                                                -----------------


     *Participant Loans                                                      5.00% - 6.25%           70,133
                                                                                                -----------------


                                                                                                $46,379,192
                                                                                                =================



*Party-in-interest

</table>

                                                                         Page 12