SecProbe.io

Mail Stop 4561       November 14, 2008   Mr. Michael C. Rechin President and Chief Executive Officer First Merchants Corporation 200 East Jackson Street Muncie, Indiana  47305
By U.S. Mail and facsimile to (317)236-9907

Re: First Merchants Corporation
Form S-4/A
Filed November 6, 2008 File No. 333-153656

Dear Mr. Rechin:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
The purpose of our review process is to assist you in your compliance with the
applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in th ese respects.  We welcome any questions you
may have about our comments or any other aspect  of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

 Unaudited Pro Forma Combined Consolidated Financial Information, page 64

 1. Please revise to delete income statement adjustment 21 as it is not appropriate to
make adjustments to remove charges from the historical financ ial statements of
the acquirer or the target.  In lieu of making adjustments to the pro forma financial
statements for this item, you may provide a ppropriate clarifying disclosure in the
footnotes to the pro forma financial statements.

Mr. Michael C. Rechin
First Merchants Corporation
Form S-4/A filed November 6, 2008
Page 2

Recent Developments, page 101
 2. We note your disclosure that as a result of  the merger agreement, an impairment
analysis of goodwill was triggered.  It a ppears that the merger agreement would
have also triggered an impairment analysis  of your core depo sit intangibles under
SFAS 144.  Please tell us if you performe d an impairment analysis on core
deposit intangibles as a result of the merger agreement and, if you did, how you
determined they were not impaired.  If you did not perform an impairment analysis, tell us why you did not.
 Critical Accounting Policies, page 104

 Allowance for Loan Losses, page 104

 3. We note your disclosure that loss rates on consumer installment and residential
mortgage loans are based on the average net charge-off estimated by category.  Please tell us and revise your future f ilings the number or periods over which you
develop these averages and how they consider the si gnificant deterioration of
mortgages in recent periods.
 Asset Quality, page 119

 4. We note your disclosure that a substa ntial portion of the increase in non-
performing loans was attributable to  a single credit th at you are closely
monitoring.  With a view toward providi ng greater transparen cy regarding this
credit and its impact on the related statistics as disclosed at September 30, 2008, please provide us with quantified inform ation on this credit, including the full
amount of the credit, the amount identified as non-performing, and the amount of
the allowance for loan losses attributable  to it.  Please provide us with the
background and timeline associated with this  credit.  We note, for instance, the
increase an in non-performing loans to to tal loans of approximately 76% with an
increase in the allowance for loan losses to non-performing loans of approximately 33%.

Lincoln Bancorp and Subsidiary Financial Statements, beginning on page F-1

Note 2.  Investment Securities, page F-35

5. Please provide us and revise future filings to include a more detailed discussion of
how you determined that your positions in  corporate obligations where not other-
than-temporarily impaired considering both the severity and duration of the
unrealized loss at September 30, 2008.

Mr. Michael C. Rechin
First Merchants Corporation
Form S-4/A filed November 6, 2008
Page 3

Note 4.  Disclosures About Fair Values of Assets and Liabilities, page F-37
 6. Please provide us and revise future fili ngs to include an expanded discussion of
the specific methods and assumptions you used to value your Level 2 and Level 3 assets.  Refer to paragraphs 32(e) and 39 of SFAS 157.
 First Merchants Corporation

Form 10-Q for the Period Ended September 30, 2008

Note 3.  Disclosures About Fair Values of Assets and Liabilities, page 11

7. Please provide us and revise future fili ngs to include an expanded discussion of
the specific methods and assumptions you used to value your Level 2 and Level 3 assets.  Refer to paragraphs 32(e) and 39 of SFAS 157.
 Note 4.  Investment Securities, page 13

 8. We note the other-than-tem porary impairment recognized on Federal Home Loan
Mortgage Corporation preferred stock.  Pleas e tell us and revise future filings to
clearly disclose your total investment in these securities.  Discuss the facts and
circumstances that resulted in the rec ognition of the impairment, clarifying why
the third quarter was the appropriate period to recognize it.
 9. Please provide us and revise future filings to include a more detailed discussion of
how you determined that your positions in marketable equity securities where not other-than-temporarily impaired consideri ng both the severity and duration of the
unrealized loss at September 30, 2008.

* * * * * * * * * * * * *
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Michael C. Rechin
First Merchants Corporation Form S-4/A filed November 6, 2008
Page 4

 In connection with responding to our comments, please provide, in writing, a statement from the company and each filing person acknowledging that:
‚ the company or filing person is respons ible for the adequacy and accuracy
of the disclosure in the filing;

‚ staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

‚ the company or filing person may not a ssert staff comments as a defense
in any proceeding initiated by th e Commission or any person under the
federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Paul Cline at ( 202) 551-3851 or Kevin Vaughn at 202-551-
3494 if you have questions regarding comments on the financial statements and related
matters.  Please contact either Jessica Livi ngston at (202) 551-3448 or me at (202) 551-
3434 with any other questions.

         S i n c e r e l y ,               Michael Clampitt         Senior Counsel
cc: David R. Prechtel  Bingham McHale LLP  2700 Market Tower  10 West Market Street  Indianapolis, Indiana 46204

 David A. Butcher  Bose McKinney & Evans LLP  111 Monument Circle    Suite 2700   Indianapolis, Indiana 46204