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): April 24, 2007

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

                           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)


         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 1.01.        Entry into a Material Definitive Agreement.

         (a)      First Merchants  Corporation (the  "Corporation")  currently
maintains the First  Merchants  Corporation  Supplemental  Executive  Retirement
Plan, a nonqualified  "excess benefit" deferred  compensation plan (the "SERP"),
which has three (3)  participants,  Michael L. Cox, Stefan S. Anderson and Roger
W.  Gilcrest.  On April 24,  2007,  the Board of  Directors  of the  Corporation
approved the following  changes with respect to Mr. Cox's  participation  in the
SERP: (1) his accrued  benefit under the SERP shall fully vest as of his date of
retirement,  April 24, 2007, rather than his "Normal  Retirement Date" (the last
day of the month in which he attains age 65) as currently  provided in the SERP;
and (2) the payment of his benefit under the SERP shall commence in January 2008
rather than December 2009. The changes were  precipitated by new tax regulations
covering deferred compensation.

Item 5.02.        Departure of Directors or Certain Officers;  Election of
                  Directors;  Appointment of Certain  Officers;  Compensatory
                  Arrangements of Certain Officers.

         (b)      Michael  L. Cox,  President  and Chief  Executive  Officer  of
the  Corporation,  has retired as an officer of the Corporation  effective as of
April 24, 2007.  He will continue as a Director of the  Corporation  through the
remainder  of his  term  which  expires  upon  the 2009  annual  meeting  of the
shareholders.

         (c)      The Board of Directors of the  Corporation  has  appointed
Michael C.  Rechin who was  formerly  the  Executive  Vice  President  and Chief
Operating  Officer  of the  Corporation  to serve  as the  President  and  Chief
Executive Officer of the Corporation.  The Board of Directors has also appointed
Charles E.  Schalliol as its Chairman.  Mr.  Schalliol  formerly  served as Vice
Chairman of the Corporation.

         (e)      See the modifications to the SERP discussed above.

Item 8.01.  Other  Events.

     On April 24, 2007,  the Board of Directors  approved the  redemption of the
Corporation's   subordinated  debentures  payable  to  First  Merchants  Capital
Trust I.  The  aggregate  redemption  price  will  be the  principal  amount  of
$54,832,000  plus any accrued but unpaid  interest.  The early redemption of the
debentures  will also require the  Corporation to accelerate the  recognition of
the remaining unamortized  underwriting fee of approximately $1.8 million during
the second  quarter of 2007.  The  redemption  may occur at any time on or after
June 30, 2007 and has been  previously  approved by the Federal  Reserve Bank of
Chicago.  The  Corporation  intends to finance the redemption  through a private
offering of trust preferred securities on terms more favorable than then current
debentures.   The   Corporation   currently   anticipates   the  savings  to  be
approximately $1.2 million annually.

     The  redemption of the  debentures  would be followed by the  redemption by
First  Merchants  Capital  Trust  I of  its  outstanding  common  and  preferred
securities  at  their  $25  liquidation  value,  plus  any  accrued  but  unpaid
distributions.





                                   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:  April 26, 2007.

                                        FIRST MERCHANTS CORPORATION


                                        By: /s/ Michael C. Rechin
                                            -----------------------------
                                                Michael C. Rechin,
                                                President and
                                                Chief Executive Officer