UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): February 23, 2009

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

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

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

         INDIANA                     0-17071                     35-1544218
(State or other jurisdiction   (Commission file number)        (IRS Employer
     of incorporation)                                       Identification No.)

                             200 East Jackson Street
                                  P.O. Box 792
                              Muncie, IN 47305-2814
          (Address of principal executive offices, including zip code)

                                 (765) 747-1500
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)

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))


<PAGE>
ITEM 8.01  OTHER EVENTS.

On  February  23, 2009 First  Merchants  Corporation  issued a press  release to
report its  received  funds in the Capital  Purchase  Plan.  A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     The information in this Current Report on Form 8-K,  including  Exhibit No.
99.1  hereto,  shall not be deemed  "filed"  for  purposes  of Section 18 of the
Securities  Exchange Act of 1934, as amended,  or otherwise subject to liability
of  that  section.   The  information  in  this  Current  Report  shall  not  be
incorporated  by  reference  into any filing or other  document  pursuant to the
Securities  Act of 1933,  as amended,  except as shall be expressly set forth by
specific reference in such filing or document.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(a)        Not applicable.

(b)        Not applicable.

(c)        Exhibits.

           Exhibit 99.1      Press Release, dated February 23, 2008, issued by
                             First Merchants Corporation


<PAGE>

                                   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.

                                 First Merchants Corporation
                                        (Registrant)

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


Dated: February 23, 2009



<PAGE>

                                 EXHIBIT INDEX
                                 -------------

Exhibit No.             Description
-----------             -----------
    99.1                Press Release, dated February 23, 2009, issued by
                        First Merchants Corporation.




<PAGE>
                           First Merchants Corporation

                                Exhibit No. 99.1

                      Press Release, dated February 23, 2009
<page>

N/E/W/S  R/E/L/E/A/S/E

February 23, 2009

For further information, contact:
Mark Hardwick, Executive VP and Chief Financial Officer       765-751-1857

First Merchants Corporation Closes Capital Purchase Program Offering

(Muncie, Ind., February 23, 2009) First Merchants Corporation  (NASDAQ:  FRME)
today  announced  that it has received $116 million of equity capital by issuing
116,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the
"Designated Preferred Stock"), and a warrant to purchase up to 991,453 shares of
the  Corporation's  common stock, at an initial per share price of $17.55 to the
U.S. Treasury Department.

The Designated  Preferred Stock pays cumulative dividends at a rate of 5 percent
per year for the  first  five  years  and 9  percent  per year  thereafter.  The
Corporation  has the  ability  to repay the  obligation  at any time  subject to
consultation  with its primary  regulator.  Repayment  of the full amount of the
Designated  Preferred Stock issuance by December 31, 2009 with the proceeds of a
sale of Tier 1  qualifying  perpetual  preferred  stock or common stock for cash
would result in a 50% reduction in the number of warrants outstanding.

Mark K. Hardwick, Executive Vice President and Chief Financial Officer commented
that, "Capital and liquidity are critically  important components to any balance
sheet when difficult  economic  conditions  exist. The Capital Purchase Program,
introduced in late October, is clearly the lowest capital alternative  available
to First  Merchants  Corporation  at this time and  offers  the least  amount of
shareholder  dilution.  The  restrictions  are very  manageable  and the  latest
revisions,  resulting from American  Recovery and  Reinvestment Act of 2009, add
the additional repayment flexibility desired in a temporary capital alternative.
Post-closing,  the Corporation's  Total Risk-Based Capital Ratio of 12.8 percent
is well above the "well capitalized" regulatory guidelines of 10 percent."

Michael  C.  Rechin,  President  and Chief  Executive  Officer  commented,  "Our
stakeholders include our customers, communities, employees and shareholders. Our
stakeholders  hold varied views around public policy such as the TARP,  EESA and
CPP  and we  have  weighed  those  considerations  carefully.  The  decision  to
participate in the Capital  Purchase  Program was based on our desire to add the
lowest cost capital (shareholder focused) in order to support continued economic
growth  in  Central  Indiana  and Ohio  (community  focused).  Extending  credit
renewals  and new  credit for  appropriately  structured  lending  opportunities
support the markets  where our  employees  live and work  (customer and employee
focused)."

About First Merchants Corporation

First  Merchants  Corporation is a financial  holding company  headquartered  in
Muncie,  Indiana.  Subsidiaries of the Corporation include First Merchants Bank,
N.A.,  First  Merchants Bank of Central  Indiana,  N.A.,  Lafayette Bank & Trust
Company,  N.A.,  Commerce National Bank,  Lincoln Bank and First Merchants Trust
Company,  N.A. The Corporation also operates First Merchants Insurance Services,
a full-service  property  casualty,  personal  lines,  and healthcare  insurance
agency.

First Merchants Corporation's common stock is traded on the NASDAQ Global Select
Market under the symbol FRME. Quotations are carried in daily newspapers and can
be found on the Corporation's Internet web page (http://www.firstmerchants.com).

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