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<SEC-DOCUMENT>0000912057-97-017584.txt : 19970515
<SEC-HEADER>0000912057-97-017584.hdr.sgml : 19970515
ACCESSION NUMBER:		0000912057-97-017584
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	19970331
FILED AS OF DATE:		19970514
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIRST MERCHANTS CORP
		CENTRAL INDEX KEY:			0000712534
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				351544218
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-17071
		FILM NUMBER:		97604569

	BUSINESS ADDRESS:	
		STREET 1:		200 E JACKSON ST
		STREET 2:		PO  BOX 792
		CITY:			MUNCIE
		STATE:			IN
		ZIP:			47308-0792
		BUSINESS PHONE:		3177471500

	MAIL ADDRESS:	
		STREET 1:		200 EAST JACKSON STREET
		CITY:			MUNCIE
		STATE:			IN
		ZIP:			47305
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<DESCRIPTION>FORM 10-Q
<TEXT>


<PAGE>


                                     FORM 10-Q

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C.  20549

                QUARTERLY REPORT UNDER SECTION 13 or 15 (d) of THE

                          SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended March 31, 1997


Commission File Number 0-17071


                            First Merchants Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Indiana                                   35-1544218
- --------------------------------------------------------------------------------
    (State or other jurisdiction of                  (I.R.S. Employer
    incorporation of organization)                   Identification No.)


  200 East Jackson Street - Muncie, IN                  47305-2814
- --------------------------------------------------------------------------------
  (Address of principal executive office)               (Zip code)



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



                                 Not Applicable
- --------------------------------------------------------------------------------
               (Former name former address and former fiscal year,
                         if changed since last report.)



     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days,
                                         Yes   X    No      
                                             -----     -----

     As of May 5, 1997, there were outstanding 6,612,490 common shares, without
par value, of the registrant.

  

     The exhibit index appears on page 19.

     This report including the cover page contains a total of 38 pages.

 
                                                                         Page 1
<PAGE>

                            FIRST MERCHANTS CORPORATION

                                    FORM 10-Q

                                      INDEX

                                                                        Page No.
                                                                        --------
PART I.    Financial information:

  Item 1.  Financial Statements:

           Consolidated Condensed Balance Sheet.............................  3

           Consolidated Condensed Statement of Income.......................  4

           Consolidated Condensed Statement of Changes in
           Stockholders' Equity.............................................  5

           Consolidated Condensed Statement of Cash Flows...................  6

           Notes to Consolidated Condensed Financial Statements.............  7

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations.............................. 12


PART II.   Other Information:

  Item 4.  Submission of Matters to a Vote of Security Holders.............. 19

  Item 6.  Exhibits and Reports of Form 8-K................................. 19

Signatures ................................................................. 20








                                                                         Page 2
<PAGE>

                                 FIRST MERCHANTS CORPORATION

                                          FORM 10-Q
                               PART I.   FINANCIAL INFORMATION
                               Item 1.   FINANCIAL STATEMENTS
                            CONSOLIDATED CONDENSED BALANCE SHEET
                      (Dollars in thousands, except per share amounts)
                                         (Unaudited)
<TABLE>
<CAPTION>
                                                        March 31,   December 31,
                                                          1997         1996   
                                                        ---------   ------------
<S>                                                     <C>         <C>
ASSETS:
   Cash and due from banks...........................   $  35,020    $  33,882 
   Federal funds sold................................       1,560        1,150 
                                                        ---------   ------------
      Cash and cash equivalents......................      36,580       35,032 
   Interest-bearing deposits.........................         371          290 
   Investment securities available for sale..........     230,973      228,379 
   Investment securities held to maturity............      42,442       47,227 
   Mortgage Loans held for sale......................         144          284 
   Loans.............................................     651,782      631,416 
      Less:   Allowance for loan losses..............      (6,883)      (6,622)
                                                        ---------   ------------
         Net loans...................................     644,899      624,794 
   Premises and equipment............................      15,284       15,303 
   Federal Reserve and Federal Home Loan Bank stock..       3,090        3,090 
   Interest receivable...............................       8,289        8,643 
   Core deposit intangibles and goodwill.............       1,681        1,714 
   Others assets.....................................       4,078        3,237 
                                                        ---------   ------------
         Total assets................................   $ 987,831    $ 967,993 
                                                        ---------   ------------
                                                        ---------   ------------
LIABILITIES:
   Deposits:
      Noninterest-bearing............................   $  95,886    $ 110,175 
      Interest-bearing...............................     686,007      684,276 
                                                         --------      ------- 
         Total deposits..............................     781,893      794,451 
   Short-term borrowings.............................      71,626       45,037 
   Federal Home Loan Bank advances...................      12,450        9,150 
   Interest payable..................................       3,476        3,376 
   Other liabilities.................................       4,596        3,292 
                                                        ---------   ------------
         Total liabilities...........................     874,041      855,306 
STOCKHOLDERS' EQUITY:
   Preferred stock, no-par value:
      Authorized and unissued -- 500,000 shares
   Common stock, $.125 stated value:
      Authorized --- 20,000,000 shares
      Issued and outstanding -- 6,610,357 
      and 6,603,319 shares...........................         827          825 
   Additional paid-in capital........................      23,155       22,968 
   Retained earnings.................................      89,822       87,978 
   Net unrealized gain (loss) on securities available 
    for sale.........................................         (14)         916 
                                                        ---------   ------------
         Total stockholders' equity..................     113,790      112,687 
                                                        ---------   ------------
         Total liabilities and stockholders' equity..   $ 987,831    $ 967,993 
                                                        ---------   ------------
                                                        ---------   ------------
</TABLE>
See notes to consolidated condensed financial statements.

                                                                         Page 3
<PAGE>

                            FIRST MERCHANTS CORPORATION

                                     FORM 10-Q
                    CONSOLIDATED CONDENSED STATEMENT OF INCOME
                 (Dollars in thousands, except per share amounts)
                                    (Unaudited)
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                March 31     
                                                         ----------------------
                                                            1997        1996   
                                                         ----------  ----------
<S>                                                      <C>         <C>
Interest Income: 
   Loans receivable
      Taxable.........................................   $   13,793  $   12,480
      Tax exempt......................................           29          18
   Investment securities:
      Taxable.........................................        2,949       3,290
      Tax exempt......................................        1,039         911
   Federal funds sold.................................           27         270
   Deposits with financial institutions...............            3           5
   Federal Reserve and Federal Home Loan Bank stock...           44          36
                                                         ----------  ----------
         Total interest income........................       17,884      17,010
Interest expense:
   Deposits...........................................        7,502       7,365
   Short-term borrowings..............................          708         547
   Federal Home Loan Bank advances....................          133         125
                                                         ----------  ----------
      Total interest expense..........................        8,343       8,037
                                                         ----------  ----------
Net Interest Income...................................        9,541       8,973
Provision for loan losses.............................          287         280
                                                         ----------  ----------
Net Interest Income After Provision For Loan Losses...        9,254       8,693
Other Income:
   Net realized gains on sales of 
     available-for-sale securities....................           10          17
   Other income.......................................        2,122       1,955
                                                         ----------  ----------
Total other income....................................        2,132       1,972
Total other expenses..................................        6,206       5,822
                                                         ----------  ----------
Income before income tax..............................        5,180       4,843
Income tax expense....................................        1,751       1,656
                                                         ----------  ----------
Net Income............................................   $    3,429  $    3,187
                                                         ----------  ----------
                                                         ----------  ----------
Per share:                                                                 
   Net income.........................................   $      .52  $      .49
   Dividends (1)......................................          .24         .20
Weighted average shares outstanding...................    6,605,012   6,564,529
</TABLE>

(1) Dividends per share is for First Merchants Corporation only, not restated
for pooling transactions.


See notes to consolidated condensed financial statements.
                                                                         Page 4
<PAGE>



                             FIRST MERCHANTS CORPORATION

                                     FORM 10-Q
       CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                            (Dollar amounts in thousands)
                                     (Unaudited)
<TABLE>
<CAPTION>
                                                               1997      1996
                                                             --------  --------
<S>                                                          <C>       <C>
Balances, January 1......................................... $112,687  $104,967 
Net income..................................................    3,429     3,187 
Cash dividends..............................................   (1,585)   (1,122)
Net change in unrealized loss on securities available 
  for sale..................................................     (930)   (1,338)
Stock issued under dividend reinvestment and stock 
  purchase plan.............................................      175       124 
Stock options exercised.....................................       14        34 
                                                             --------  --------
Balances, March 31...........................................$113,790  $105,852
                                                             --------  --------
                                                             --------  --------
</TABLE>
See notes to consolidated condensed financial statements.






                                                                         Page 5
<PAGE>

                                 FIRST MERCHANTS CORPORATION

                                          FORM 10-Q
                       CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                (Dollar amounts in thousands)
                                         (Unaudited)

<TABLE>
<CAPTION>


                                                                                        Three Months Ended
                                                                                              March 31
                                                                                       ---------------------
                                                                                         1997            1996
                                                                                       ------          ------
<S>                                                                                   <C>              <C>
Cash Flows From Operating Activities:
 Net income..........................................................................  $  3,429      $  3,187
 Adjustments to reconcile net income to net cash provided by operating activities
   Provision for loan losses.........................................................       287           280
   Depreciation and amortization.....................................................       443           394
   Securities amortization, net......................................................       132             2
   Securities losses (gains), net....................................................        10            17
   Mortgage loans originated for sale................................................      (700)         (108)
   Proceeds from sales of mortgage loans.............................................       856           853
   Change in interest receivable.....................................................       438           741
   Change in interest payable........................................................       100            21
   Other adjustments.................................................................     1,338         1,127
                                                                                         -------     --------
     Net cash provided by operating activities.......................................     6,333         6,514

Cash Flows From Investing Activities:
 Net change in interest-bearing deposits.............................................       (81)         (101)
 Purchases of
   Securities available for sale.....................................................   (20,939)      (60,357)
   Securities held to maturity.......................................................    (1,151)      (16,526)
Proceeds from maturities of
   Securities available for sale.....................................................    15,153        51,818
   Securities held to maturity.......................................................     6,675        21,657
Proceeds from sales of
   Securities available for sale.....................................................                     970
Net change in loans..................................................................   (19,961)      (12,704)
Purchases of premises and equipment..................................................      (424)         (278)
Other investing activities...........................................................         8           (58)
                                                                                         -------     --------
     Net cash used by investing activities...........................................   (20,720)      (15,579)



</TABLE>
                                                                     (continued)
                                                                         Page 6
<PAGE>


                                 FIRST MERCHANTS CORPORATION

                                          FORM 10-Q
                       CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                (Dollar amounts in thousands)
                                         (Unaudited)
                                              
<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                      March 31
                                                                              -----------------------                
                                                                                 1997          1996
                                                                              ---------       -------

<S>                                                                           <C>              <C>


Cash Flows From Financing Activities:
 Net change in
   Demand and savings deposits.........................................      (23,014)         (38,911)
   Certificates of deposit and other time deposits.....................       10,456            8,433
   Short-term borrowings...............................................       26,589            2,947
 Federal Home Loan Bank Advances.......................................        3,300            5,000
 Repayment of Federal Home Loan Bank Advances..........................                        (5,000)
 Cash dividends........................................................       (1,585)          (1,122)
 Stock issued under dividend reinvestment and stock purchase plan......          175              124
 Stock options exercised...............................................           14               34 
                                                                              -------         --------
     Net cash used by financing activities.............................       15,935          (28,495)
                                                                              -------         --------
                                                                              -------         --------
Net Change in Cash and Cash Equivalents................................        1,548          (37,560)
Cash and Cash Equivalents, January 1...................................       35,032           77,874 
                                                                              -------         --------
                                                                             
Cash and Cash Equivalents, March 31....................................    $  36,580        $  40,314
                                                                              -------         --------
                                                                              -------         --------
</TABLE>
See notes to consolidated condensed financial statements.


NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 1.     General

The significant accounting policies followed by First Merchants Corporation 
("Corporation") and its wholly owned subsidiaries for interim financial 
reporting are consistent with the accounting policies followed for annual 
financial reporting, except for the change in method of accounting discussed 
more fully in Note 2.  All adjustments which are of a normal recurring nature 
and are in the opinion of management necessary for a fair statement of the 
results for the periods reported have been included in the accompanying 
consolidated condensed financial statements.

NOTE 2.    Change in Methods of Accounting

Statement of Financial Accounting Standards ("SFAS") No. 125, Accounting for 
Transfers and Servicing of Financial Assets and Extinguishments of 
Liabilities, was adopted by the Corporation on January 1, 1997.  SFAS No. 125 
provides consistent standards for distinguishing transfers of financial 
assets that are sales from transfers that are considered secured borrowings. 
A transfer of financial assets in which the transferor surrenders control 
over those assets is accounted for as a sale to the extent that consideration 
other than beneficial interests in the transferred assets is received in 
exchange.  The transferor has surrendered control over transferred assets 
only if all specific conditions are met.  This Statement provides detailed 
measurement standards for assets and liabilities included in these 
transactions.  The adoption of this Statement had no material impact on the 
Corporation's financial condition and results of operations.

                                                                         Page 7

<PAGE>
                                 FIRST MERCHANTS CORPORATION
                                          FORM 10-Q
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                (Table dollar amounts in thousands, except per share amounts)
                                         (Unaudited)


NOTE 3.  Business Combinations

On August 1, 1996, the Corporation issued 942,685 shares of its common stock 
in exchange for all of the outstanding shares of Union National Bancorp, 
Liberty, Indiana.  On October 2, 1996, the Corporation issued 565,705 shares 
of its common stock in exchange for all of the outstanding shares of Randolph 
County Bancorp, Winchester, Indiana.  These transactions were accounted for 
under the pooling-of-interests method of accounting. The financial 
information contained herein reflects the mergers and reports the financial 
condition and results of operations as though the Corporation had been 
combined as of January 1, 1996. Separate operating results of Union National 
Bancorp and Randolph County Bancorp for the period prior to the merger were 
as follows:

<TABLE>
<CAPTION>                                                               Three Months Ended
                                                                             March 31
                                                                              1996
                                                                             --------

<S>                                                                        <C>       
Net Interest Income:
  First Merchants Corporation...................................            $  7,024
  Union National Bancorp........................................               1,241
  Randolph County Bancorp.......................................                 708
                                                                             -------
       Combined.................................................            $  8,973
                                                                             -------
                                                                             -------

Net Income:
  First Merchants Corporation..................................             $  2,579
  Union National Bancorp.......................................                  371
  Randolph County Bancorp......................................                  237
                                                                             -------
    Combined...................................................             $  3,187
                                                                             -------
                                                                             -------
Net Income Per Share:
  First Merchants Corporation..................................             $    .39
  Union National Bancorp.......................................                  .06
  Randolph County Bancorp......................................                  .04
                                                                            --------
     Combined....................................................           $   .49
                                                                            --------

                                                                         Page 8
</TABLE>

<PAGE>


                                 FIRST MERCHANTS CORPORATION

                                          FORM 10-Q
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (Table dollar amounts in thousands)
                                         (Unaudited)

<TABLE>
<CAPTION>

NOTE 4. Investment Securities
                                                                            Gross          Gross
                                                            Amortized     Unrealized     Unrealized        Fair
                                                              Cost          Gains          Losses          Value
                                                            ---------     ----------     ----------       ------
<S>                                                       <C>             <C>             <C>           <C>
Available for sale at March 31, 1997:
 U.S. Treasury.....................................       $  20,562        $     26       $     108       $ 20,480
 Federal agencies..................................          81,707             271             594         81,384
 State and municipal...............................          57,765             883             320         58,328
 Mortgage-backed securities........................          38,930             280             395         38,815
 Other asset-backed securities.....................             620               5                            625
 Corporate obligations.............................          31,000              75             242         30,833
 Marketable equity security........................             508                                            508
                                                          ---------        ---------      ----------      --------
    Total available for sale                                231,092           1,540           1,659        230,973
                                                          ---------        ---------      ----------      --------

Held to maturity at March 31, 1997:
 U.S. Treasury.....................................             249                              11            238
 Federal agencies..................................           3,424              10              15          3,419
 State and municipal...............................          32,868             173             107         32,934
 Mortgage-backed securities........................           3,083               1              14          3,070
 Other asset-backed securities.....................           1,820               3             101          1,722
 Corporate obligations.............................             998               1                            999
                                                          ---------        ---------      ---------       --------
    Total held to maturity.........................          42,442             188             248         42,382
                                                          ---------        ---------      ----------      --------
    Total investment securities....................       $ 273,534        $  1,728       $   1,907       $273,355
                                                          ---------        ---------      -----------     --------
                                                          ---------        ---------      -----------     --------
</TABLE>

                                                                         Page 9

<PAGE>
                                      FIRST MERCHANTS CORPORATION

                                               FORM 10-Q
                         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 (Table dollar amounts in thousands)
                                              (Unaudited)
<TABLE>
<CAPTION>

                                                                      Gross          Gross                 
                                                     Amortized     Unrealized     Unrealized         Fair
                                                        Cost          Gains          Losses          Value
                                                      ---------     ----------      ---------       --------
<S>                                                  <C>            <C>              <C>            <C> 
Available for sale at December 31, 1996:
 U.S. Treasury.............................          $  21,570      $    92           $  46         $ 21,616
 Federal agencies..........................             79,130          540              180          79,490
 State and municipal.......................             52,026        1,173              106          53,093
 Mortgage-backed securities................             41,441          297              275          41,463
 Other asset-backed securities.............                709                                           709
 Corporate obligations.....................             31,470          156              128          31,498
 Marketable equity securities..............                510                                           510
                                                       -------       -------           ------         ------
  Total available for sale.................            226,856        2,258              735         228,379
                                                       -------       -------           ------        -------

Held to maturity at December 31, 1996:
  U.S. Treasury............................                249                             7             242
  Federal agencies.........................              5,729           23                5           5,747
  State and municipal......................             36,405          381               21          36,765
  Mortgage-backed securities...............              2,730                            13           2,717
  Other asset-backed securities............              2,114           17              108           2,023
                                                       -------        ------            -----         -------
   Total held to maturity..................             47,227          421              154          47,494
                                                       -------        ------            -----         -------
   Total investment securities.............         $  274,083     $  2,679           $  889        $ 275,873
                                                       -------        ------            -----         -------
                                                       -------        ------            -----         -------
 
   
</TABLE>

                                                                 Page 10

<PAGE>
                                 FIRST MERCHANTS CORPORATION

                                          FORM 10-Q
                    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (Table dollar amounts in thousands)
                                         (Unaudited)
<TABLE>
<CAPTION>

NOTE 5.  Loans and Allowance 
                                                                         March 31,      December 31,
                                                                          1997            1996
<S>                                                                      ---------       -----------
Loans:                                                                   <C>              <C>
  Commercial and industrial loans.....................................   $  135,195       $  132,134
  Bankers' acceptances and loans to financial institutions............          965              625
  Agricultural production financing and other loans to farmers........       16,253           18,906
  Real estate loans:
   Construction.......................................................       14,808           13,167
   Commercial and farmland............................................      102,594           97,596
   Residential........................................................      261,644          253,530
  Individuals' loans for household and other personal expenditures....      117,060          113,507
  Tax-exempt loans....................................................        1,286            1,643
  Other loans.........................................................        3,044            1,672
  Unearned interest on loans..........................................       (1,067)         ( 1,364)
                                                                            --------         --------
    Total..............................................................   $  651,782       $  631,416
                                                                            --------         --------
                                                                            --------         --------


                                                                                Three Months Ended
                                                                                      March 31
                                                                               --------------------
                                                                                1997           1996
                                                                             ---------       --------
Allowance for loan losses:
  Balances, January 1.................................................      $  6,622         $  6,696
  Provision for losses................................................           287              280
  Recoveries on loans.................................................           249               77
  Loans charged off...................................................          (275)           ( 499)
                                                                             ---------       --------
  Balances, March 31..................................................      $  6,883            6,554
                                                                             ---------       --------
                                                                             ---------       --------

</TABLE>
                                                                         Page 11

<PAGE>


                                 FIRST MERCHANTS CORPORATION
                                         FORM 10-Q

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

         The Corporation's financial data for periods prior to mergers 
accounted for as pooling of interests has been restated.

RESULTS OF OPERATIONS

         The Corporation has recorded 21 consecutive years of growth in 
earnings per share, reaching $2.00 in 1996, an increase of 8.7 per cent over 
1995.

         Return on assets rose to 1.41 per cent in 1996, from 1.35 per cent 
in 1995, and 1.22 per cent in 1994.

         Return on equity, was 12.16 per cent in 1996, 12.17 per cent in 
1995, and 12.42 per cent in 1994.

         Following are the levels achieved in each of these ratios during the 
first quarter of 1997, as compared to the same period in 1996.

        -Earnings per share were $.52, up 6.1 per cent from $.49 
        -Return on assets was 1.42 per cent increasing from 1.39 per cent 
        -Return on equity totaled 12.11 per cent compared to 12.10 per cent 
         for the first quarter of 1996

CAPITAL

     The Corporation's capital strength continues to exceed regulatory 
minimums and peer group averages. Management believes that strong capital is 
a distinct advantage in the competitive environment in which the Corporation 
operates and will provide a solid foundation for continued growth.
     
     The Corporation's Tier I capital to average assets ratio was 11.6 per 
cent at year-end 1996 and 11.7 per cent at March 31, 1997.  At March 31, 
1997, the Corporation had a Tier I risk-based capital ratio of 16.8 per cent, 
total risk-based capital ratio of 17.8 per cent, and a leverage ratio of 11.6 
per cent. Regulatory capital guidelines require a Tier I risk-based capital 
ratio of 4.0 per cent and a total risk-based capital ratio of 8.0 per cent.


                                                                         Page 12
<PAGE>                 
                              FIRST MERCHANTS CORPORATION

                                     FORM 10-Q

ASSET QUALITY/PROVISION FOR LOAN LOSSES

     The Corporation's asset quality and loan loss experience have 
consistently been superior to that of its peer group, as summarized on the 
following page. Asset quality has been a major factor in the Corporation's 
ability to generate consistent profit improvement.

     The allowance for loan losses is maintained through the provision for 
loan losses, which is a charge against earnings.

     The amount provided for loan losses and the determination of the 
adequacy of the allowance are based on a continuous review of the loan 
portfolio, including an internally administered loan "watch"  list and an 
independent loan review provided by an outside accounting firm.  The 
evaluation takes into consideration identified credit problems, as well as 
the possibility of losses inherent in the loan portfolio that cannot be 
specifically identified.

     The following table summarized the risk elements for the Corporation 
(table dollar amounts in thousands.)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
  (Dollars in Thousands)                  March 31,  December 31,  December 31, 
                                            1997        1996          1995
- -------------------------------------------------------------------------------
<S>                                        <C>         <C>          <C>
  Non-accrual loans.....................   $2,408      $2,777       $  576

  Loans contractually past due 90 days
   or more other than nonaccruing.......    1,560       1,699        1,119

  Restructured loans....................    1,212       1,540        1,075
                                           ------      ------       ------
          Total.........................   $5,180      $6,016       $2,770
                                           ------      ------       ------
                                           ------      ------       ------

</TABLE>

     The increase in non-performing loans from December 31, 1995, to December 
31, 1996, is primarily attributable to one loan placed in non-accrual status 
during 1996.  This loan is included in impaired loans at December 31, 1996, 
for which an allowance was recorded.  Management is in the process of 
resolving this loan situation and anticipates that no additional provision 
for loan losses will be required.

     The Corporation adopted SFAS No. 114 and No. 118 ACCOUNTING BY CREDITORS 
FOR IMPAIRMENT OF A LOAN AND ACCOUNTING BY CREDITORS FOR IMPAIRMENT OF A 
LOAN-INCOME RECOGNITION AND DISCLOSURES on January 1, 1995.  Impaired loans 
included in the table above, totaled $3,992,000 at December 31, 1996, was not 
deemed necessary for impaired loans totaling $868,000, but an allowance of 
$1,092,000 was recorded for the remaining balance of impaired loans of 
$3,124,000.  The average balance of Impaired loans for 1996 was $5,213,000.  
The balance of impaired loans has not changed significantly since December 
31, 1996.

     At December 31, 1996, the allowance for loan losses was $6,622,000, down 
slightly from year end 1995.  As a per cent of loans, the allowance was 1.05 
per cent, down from 1.21 per cent at year end 1995.  The provision for loan 
losses in 1996 was $1,253,000 compared to $1,388,000 in 1995.

                                                                         Page 13

<PAGE>


                           FIRST MERCHANTS CORPORATION

                                     FORM 10-Q


     At March 31, 1997, the allowance for loan losses increased by $261,000 
to $6,883,000, or 1.06 per cent of total loans.  The first quarter 1997 
provision of $287,000 was up only slightly from the same quarter in 1996, and 
was offset by only $26,000 in net charge-offs.

     The table below presents loan loss experience for the years indicated 
and compares the Corporation's loss experience to that of its peer group, 
consisting of bank holding companies with assets between $500 million and $1 
billion.

<TABLE>
<CAPTION>

                                         1997 (1)  1996     1995     1994
                                         ------   ------   ------   ------
                                                (Dollars in Thousands)
<S>                                      <C>      <C>      <C>      <C>
Allowance for loan losses:
 Balance at January 1..................  $6,622   $6,696   $6,603   $6,467
                                         ------   ------   ------   ------
 Chargeoffs............................     275    1,636    1,554    1,488
 Recoveries............................     249      309      259      422
                                         ------   ------   ------   ------
 Net chargeoffs........................      26    1,327    1,295    1,066
 Provision for loan losses.............     287    1,253    1,388    1,202
                                         ------   ------   ------   ------
 Balance at December 31................  $6,883   $6,622   $6,696   $6,603
                                         ------   ------   ------   ------
                                         ------   ------   ------   ------

Ratio of net chargeoffs during the 
 period to average loans outstanding 
 during the period.....................  .02% (2)  .23%      .24%     .21%

Peer Group.............................   N/A      .26%      .26%     .25%

(1)  Through March 31, 1997

(2)  First three months annualized
                                 
</TABLE>


                                                                         Page 14
<PAGE>

                           FIRST MERCHANTS CORPORATION

                                    FORM 10-Q

LIQUIDITY AND INTEREST SENSITIVITY

     Asset/Liability management has been an important factor in the 
Corporation's ability to record consistent earnings growth through periods of 
interest rate volatility and product deregulation.  Management and the Board 
of Directors monitor the Corporation's liquidity and interest sensitivity 
positions at regular meetings to ensure that changes in interest rates will 
not adversely affect earnings.  Decisions regarding investment and the 
pricing of loan and deposit products are made after analysis of reports 
designed to measure liquidity, rate sensitivity, the Corporation's exposure 
to changes in net interest income given various rate scenarios, and the 
economic and competitive environments.

     The Corporation's liquidity and interest sensitivity position at March 
31, 1997, remained adequate to meet the Corporation's primary goal of 
achieving optimum interest margins while avoiding undue interest rate risk.  
The table below presents the Corporation's interest rate sensitivity analysis 
as of March 31, 1997.


INTEREST-RATE SENSITIVITY ANALYSIS
At March 31, 1997
(Dollars in Thousands)            

<TABLE>
<CAPTION>

                                                                              Beyond
                                      1-180 Days   181-365 Days   1-5 Years   5 Years    Total   
                                      ----------   ------------   ---------   -------   -------
<S>                                   <C>         <C>           <C>        <C>          <C>
Rate-Sensitive Assets:
 Federal funds sold and
  interest-bearing deposits.......    $  1,931                                          $  1,931
 Investment securities                  51,840     $ 44,479      $ 140,424  $ 36,672     273,415
 Loans............................     311,822       76,142        212,566    51,396     651,926
 Federal Reserve and Federal
  Home Loan Bank stock............       2,693                                   397       3,090
                                      ----------   ------------   ---------   -------     -------                             
   Total rate-sensitive assets....     368,286      120,621        352,990    88,465     930,362
                                      ----------   ------------   ---------   -------     -------

Rate-Sensitive Liabilities:
 Interest bearing deposits........     302,945       78,596        303,134     1,332     686,007
 Short-term borrowings............      71,626                                            71,626
 Federal Home Loan Bank
  Advances........................          75        2,072          7,870     2,433      12,450
                                      ----------   ------------   ---------  -------    --------
   Total rate-sensitive liabilities    374,646       80,668        311,004     3,765     770,083
                                      ----------   ------------   ---------   -------   ---------

Interest rate sensitivity gap by 
 period............................   $  (6,360)   $ 39,953       $ 41,986  $ 84,700
Cumulative rate sensitivity gap....      (6,360)     33,593         75,579   160,279
Cumulative rate sensitivity gap 
 ratio at March 31, 1997...........       98.3%      107.4%         109.9%    120.8%      

</TABLE>

     The Corporation had a cumulative positive gap of $33,593,000 in the one 
year horizon at March 31, 1997 or 3.4 per cent of total assets.  Net interest 
income at financial institutions with positive gaps tends to increase when 
rates increase and generally decrease as interest rates decline. 

     The .25 per cent increase in the prime lending rate which occurred in 
late March, 1997 should have a modest positive effect on the Corporation's 
net interest income.  
                                                                  Page 15

<PAGE>

                             FIRST MERCHANTS CORPORATION

                                      FORM 10-Q


EARNING ASSETS

    Earning assets increased $30.3 million during 1996.

    The following table presents the earning asset mix for the years ended 
1996 and 1995 and at March 31, 1997.

    Loans grew by more than $79 million while short-term investments and 
securities declined, reflecting the Corporation's intent to change the 
balance sheet mix to emphasize loans which generally carry higher yields than 
federal funds sold, interest-bearing deposits and investment securities and 
often provide collateral business.  The same trend continued during the first 
quarter of 1997.  Loans grew by more than $20 million, accounting for all of 
the growth in earning assets.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
EARNING ASSETS
(Dollars in Millions)                                                March 31,      December 31,    December 31,

                                                                        1997            1996             1995
                                                                     ---------      ------------    ------------
<S>                                                                  <C>              <C>             <C>
Federal funds sold and interest-bearing deposits.............        $     1.9        $    1.4        $    39.2

Investment securities available for sale ....................            231.0           228.4            225.9

Investment securities held to maturity ......................             42.4            47.2             60.7

Mortgage loans held for sale ................................               .1             0.3              0.7

Loans .......................................................            651.8           631.4            552.3

Federal Reserve and Federal Home Loan Bank stock.............              3.1             3.1              2.7
                                                                     ---------        --------        ---------
    Total....................................................        $   930.3        $  911.8        $   881.5
                                                                     ---------        --------        ---------
                                                                     ---------        --------        ---------

- ---------------------------------------------------------------------------------------------------------------
</TABLE>



DEPOSITS, SHORT-TERM BORROWINGS AND FEDERAL HOME LOAN BANK ADVANCES

    The following table presents the level of deposits and borrowed funds 
(Federal funds purchased, repurchase agreements with customers, U.S. Treasury 
demand notes and Federal Home Loan Bank advances) for the years ended 1996 
and 1995 and at March 31, 1997.  Lack of deposit growth coupled with loan 
growth has resulted in a greater reliance on borrowed funds.  The Corporation 
plans to place further emphasis on deposit growth going forward through 
advertising and product development.

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

DEPOSITS, SHORT-TERM BORROWINGS AND
FEDERAL HOME LOAN BANK ADVANCES
(Dollars in Millions)

                                                                     Federal
                                                  Short-Term        Home Loan
                                 Deposits         Borrowings      Bank Advances
                                 ----------------------------------------------
March 31, 1997..........          $781.9            $ 71.6            $ 12.5
December 31, 1996.......           794.5              45.0               9.2
December 31, 1995.......           783.9              37.4               9.0
                                  ---------------------------------------------

                                                                         Page 16

<PAGE>
                                 FIRST MERCHANTS CORPORATION

                                          FORM 10-Q

NET INTEREST INCOME

    Net Interest Income is the primary source of the Corporation's earnings. 
It is a function of net interest margin and the level of average earning 
assets. 

    The table below presents the Corporation's asset yields, interest 
expense, and net interest income as a per cent of average earning assets for 
the three-year period ending in 1996 and the first quarter of 1997.

    Asset yields improved slightly in 1996 (.04 per cent FTE) due to strong 
loan growth.  Interest costs declined by a like amount, primarily due to rate 
reductions to three interest-bearing deposit products: interest checking, 
Money Market investment account and regular savings.

    The resulting "spread" increase of .08 per cent combined with earning 
asset growth of $35.5 million accounted for the growth in net interest income 
(FTE) of $2.2 million.

    During the first quarter of 1997, both interest yields and interest costs 
declined, with yields falling .08 per cent, but costs by only .03 per cent.  
The resulting .05 per cent decline in margin was offset by earning asset 
growth of $37 million.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
(Dollars in Thousands)
                          Interest Income     Interest Expense     Net Interest Income                     Net Interest Income
                        (FTE) as a Per Cent     as a Per Cent      (FTE) as a Per Cent        Average             on a
                            of Average           of Average             of Average            Earning         Fully Taxable
                          Earning Assets       Earning Assets          Earning Assets         Assets         Equivalent Basis
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                    <C>                    <C>               <C>                  <C>
1997 (1)                     8.05%                  3.64%                  4.41%             $917,774             $40,464
1996                         8.13                   3.67                   4.46               880,729              39,258
1995                         8.09                   3.71                   4.38               845,198              37,049
1994                         7.42                   2.96                   4.46               805,987              35,909

Average earning assets include the average balance of securities classified as available for sale, computed based on the average 
of the historical amortized cost balances without the effects of the fair value adjustment. 

(1) First Three Months Annualized
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

OTHER INCOME

    The Corporation has placed emphasis on the growth of non-interest income 
in recent years by offering a wide range of fee-based services.  Fee 
schedules are regularly reviewed by a pricing committee to ensure that the 
products and services offered by the Corporation are priced to be competitive 
and profitable.

    Other income in 1996 amounted to $8,342,000 or 9.9 per cent higher than 
in 1995. The increase of $750,000 is primarily attributable to the following 
five factors:

    1.   Trust revenues increased $166,000 (5.9 percent) due to stronger     
         business activity and markets.           
    2.   Deposit service charges increased $195,000 (6.9 per cent) primarily 
         due to changes in pricing.
    3.   Interchange fees for the Corporation's credit and debit card programs 
         grew by $169,000 (142 per cent) due to increased product offerings.   
    4.   The Corporation recorded securities gains of $148,000 compared to    
         losses of $30,000 last year, an increase of $178,000 as shorter 
         maturity, available for sale securities were sold at gains and longer 
         maturity, higher yielding investments were purchased. 
    5.   Postal money order agent fees increased $79,000 (19.4 per cent) due to
         an increased client base. 

                                                                        Page 17

<PAGE>
                                  FIRST MERCHANTS CORPORATION

                                          FORM 10-Q

    Other income in the first quarter of 1997 exceeded the same quarter in 
the prior year by $160,000 or 8.1 per cent. Two categories accounted for most 
of this increase:

    1.   Trust fees grew by $38,000 or 5.5 per cent, again due to stronger 
         activity and positive  investment returns.
    2.   Deposit service charges increased by $82,000 or 10.8 per cent due 
         primarily to changes in  pricing.


OTHER EXPENSE

    Total "other expenses" represent non-interest operating expenses of the 
Corporation.  Those expenses amounted to $24,135,000 in 1996, an increase of 
5.0 per cent from the prior year, or $1,142,000.

    Including an $813,000 reduction in deposit insurance premiums, remaining 
operating expenses grew by $1,955,000. Four major areas account for most of 
this increase:

    1.   Salary and benefit expenses, which account for over one-half of the  
         Corporation's non-interest operating expenses, increased by $640,000 
         (5.0 per cent) due to normal salary increases.
    2.   Equipment expense rose $223,000, reflecting the Corporation's        
         investment in technology to increase productivity and improve customer 
         service.
    3.   Expenses related to mergers with Union National Bancorp and Randolph 
         County Bancorp amounted to $258,000.
    4.   The previous year included a $238,000 refund from the State of 
         Indiana for intangibles taxes paid in 1988 and 1989.

    First quarter other expense in 1997 exceeded the same quarter one year 
earlier by $384,000 or 6.6 per cent. Four primary areas account for this 
increase:

    1.   Salaries and benefits grew by $182,000 or 5.6 per cent due 
         primarily to normal annual salary adjustments.
    2.   Business supply expense grew by $50,000 or nearly 27 per cent  
         primarily due to increased use of data processing supplies and 
         personal money order forms.
    3.   Equipment expense grew $29,000 or 5.4 per cent, again reflecting the 
         Corporation's investment in technology to increase productivity and 
         improve customer service.
    4.   Marketing expense increased $29,000 (almost 18 per cent).

INCOME TAXES

    1996 income tax expense increased by $698,000 primarily due to a 
$1,792,000 increase in net pre-tax income. Likewise, the increase of $95,000 
in the first quarter of 1997, as compared to the same quarter in 1996, 
results from a $337,000 increase in pre-tax net income which was partially 
offset by a $139,000 increase in tax exempt income.

OTHER

    The Securities and Exchange Commission maintains a Web site that contains 
reports, proxy and information statements and other information regarding 
registrants that file electronically with the Commission, including the 
Corporation, and that the address is (http://www.sec.gov).

                                                                         Page 18

<PAGE>

                         FIRST MERCHANTS CORPORATION

                                  FORM 10-Q

                         PART II.  OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None during the period covered by this report.
     

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits:
                                                                      FORM 10-Q
                                                                        PAGE
            EXHIBIT NO.:   DESCRIPTION OF EXHIBIT:                     NUMBER
            ------------   -----------------------                    ---------

            10.1           First Merchants Corporation
                           Supplemental Executive Retirement Plan....    21

            10.2           Trust Under First Merchants Corporation
                           Supplemental Executive Retirement Plan....    28

            27.1           Financial Data Schedule, Quarter Ended 
                           March 31, 1997............................    36

            27.2           Restated Financial Data Schedule, Quarter
                           Ended March 31, 1996......................    37

            27.3           Restated Financial Data Schedule, Quarter
                           Ended March 31, 1995......................    38

        (b) Reports on Form 8-K: 

            No reports were filed on Form 8-K during the quarter ended March 
            31, 1997. 

                                                                         Page 19

<PAGE>
                          FIRST MERCHANTS CORPORATION

                                   FORM 10-Q

                                   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 thereunto duly authorized.


                                                 FIRST MERCHANTS CORPORATION
                                               -------------------------------
                                                         (Registrant)



Date    May 12, 1997              by          /s/ Stefan S. Anderson
     -----------------                        ---------------------------------
                                                  Stefan S. Anderson
                                                 President and Director 




Date    May 12, 1997              by          /s/ James L. Thrash
     ----------------                         ---------------------------------
                                                  James L. Thrash
                                              Chief Financial & Principal
                                                   Accounting Officer

                                                                         Page 20
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<DESCRIPTION>FIRST MERCHANTS SUPP. EXEC. RET. PLAN
<TEXT>

<PAGE>
- -------------------------------------------------------------------------------
EXHIBIT 10.1 -- First Merchants Corporation
                Supplemental Executive Retirement Plan
- -------------------------------------------------------------------------------

SECTION 1.  ESTABLISHMENT AND PURPOSE

A.  Establishment.  First Merchants Corporation (the "Employer"), hereby 
establishes a non-qualified supplemental executive retirement plan for 
certain executives, as designated and described herein, which shall be known 
as the FIRST MERCHANTS CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 
(the "Plan").

B.  Purpose.  The purpose of the Plan is to enable the Employer to attract, 
retain, and motivate key executive employees of high caliber, and to provide 
equitable retirement and survivor benefits for certain key executive 
employees, their surviving spouses and designated beneficiaries.

SECTION 2.  DEFINITIONS

For purposes of this Plan, certain words or phrases used herein will have the 
following meanings:

A.   "Board of Directors" means the Board of Directors of First Merchants
Corporation.

B.   "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

C.   "Compensation Committee" means the Employer's Compensation and Human
Resources Committee.

D.   "Executive" means a key executive Employee that is designated to
participate in the Plan under Section 3 below.

E.   "Non-qualified SERP Benefit" means the difference between (1) and (2),
where (1) is the Retirement Benefit that would have been paid the Executive from
the Pension Plan at the Executive's Normal, Early, Late or Disability Retirement
Date (whichever is applicable) if there were no compensation limit imposed under
Code Section 401(a)(17) and if Final Average Monthly Plan Compensation did not
exclude bonuses for purposes of determining the Standard Benefit Formula, and
(2) is the Retirement Benefit payable to the Executive under the Pension Plan at
the Executive's Normal, Early, Late or Disability Retirement Date (whichever is
applicable). 

F.   "Pension Plan" means the First Merchants Corporation Retirement Pension
Plan, as amended, a qualified pension plan under Section 401(a) of the Internal
Revenue Code of 1986, as amended.

                                                                        Page 21

<PAGE>

G.   "Term Certain Expiration Date" means the 15th anniversary of the event,
retirement or death, which causes payment of benefits under this Plan to
commence.

H.   The following terms will have the same meanings as they have under the 
Pension Plan:  "Employee," "Employer," "Final Average Monthly Plan 
Compensation," "Normal, Early, Late, or Disability Retirement Date," 
"Retirement Benefit," "Normal, Early, Late, or Disability Retirement 
Benefit," "Optional Form of Payment," and "Standard Benefit Formula."

SECTION 3.  DESIGNATION OF EXECUTIVES PARTICIPATING IN PLAN

The Compensation Committee shall have the sole discretion, from time to time, 
to designate Employees to participate in the Plan as covered Executives.  
This designation shall be by resolution of the Compensation Committee and 
shall be limited to management or highly compensated Employees.  The 
Compensation Committee shall notify each Employee so designated in writing.  
Covered Executives, their spouses and designated beneficiaries shall be 
entitled to benefits under this Plan if the Executive is employed by the 
Employer on his or her 65th birthday, Early Retirement Date, Disability 
Retirement Date or death, whichever occurs earliest.

SECTION 4.  RETIREMENT BENEFIT

If an Executive retires on his or her Normal, Early, Late or Disability 
Retirement Date, the Executive shall receive each year thereafter, in the 
manner described in Section 6, an amount equal to the Non-qualified SERP 
Benefit for the Executive's lifetime.  If the Executive's Retirement Benefit 
under the Pension Plan commences at a time other than his or her Normal 
Retirement Date or in an Optional Form of Payment, the amount of the 
Non-qualified SERP Benefit shall be adjusted using the same actuarial factors 
and assumptions (except as otherwise provided in Section 7 of this Plan) used 
to calculate the Retirement Benefit payable to the Executive under the 
Pension Plan. 

SECTION 5.  PRE-RETIREMENT SURVIVOR BENEFIT

If a covered Executive dies while still actively employed by the Employer, 
and if the Executive is survived by the Executive's spouse, the Executive's 
spouse shall receive each year until the Term Certain Expiration Date, in the 
manner described in Section 6, the Non-qualified SERP Benefit otherwise 
payable to the Executive under this Plan, determined as if the Executive had 
retired on the date immediately preceding the date of the Executive's death.  
If the Executive is not survived by the Executive's spouse, or if the spouse 
does not live until the Term Certain Expiration Date, the person(s) 
designated under Section 8 shall receive each year, in the manner described 
in Section 6, an amount equal to such Benefit.

                                                                        Page 22

<PAGE>

SECTION 6.  MANNER OF PAYING BENEFITS 

Within 30 days following the death or retirement of the Executive, a monthly 
benefit payment shall be commence equal to the yearly benefit payable under 
Section 4 or 5 of this Plan.

SECTION 7.  FIFTEEN YEAR TERM CERTAIN

Benefits on behalf of a covered Executive, whether payable as a Normal, 
Early, Late, or Disability Retirement Benefit, or as a Pre-retirement 
Survivor Benefit or other death benefit payable to a designated beneficiary, 
shall be made at least through the Term Certain Expiration Date, without any 
actuarial reduction on account of such guaranteed payment.  At any time, in 
the discretion of the Compensation Committee, the commuted value of the 
future benefits payable under the Plan on behalf of any recipient may be 
computed and paid in one lump sum.

SECTION 8.  DESIGNATION OF BENEFICIARY

An Executive, or subsequent to the Executive's death, the Executive's spouse, 
may designate the person(s) to receive the benefits payable under this Plan 
if the Executive and the Executive's spouse do not live to receive the 
benefits through the Term Certain Expiration Date.  If such designation is 
not made, or if no designated beneficiary is then living, such benefit shall 
be paid to the Executive's spouse, if then living, or if not, to the 
Executive's descendants, PER STIRPES, who are then living, or if there are no 
such descendants then living, to the Executive's estate.

SECTION 9.  EARLY, LATE OR DISABILITY RETIREMENT

The Compensation Committee may grant to a covered Executive, while in the 
employ of the Employer, early, late or disability retirement under this Plan, 
if such Executive is eligible for and elects an Early, Late or Disability 
Retirement Benefit under the Pension Plan.  The Compensation Committee, in 
its sole discretion, may provide that retirement benefits under this Plan 
shall begin at any time after the granting of early, late or disability 
retirement, rather than at the Executive's Normal Retirement Date, and the 
Term Certain Expiration Date shall terminate on the 15th anniversary of the 
commencement of retirement benefits.

SECTION 10.  TERMINATION OF EMPLOYMENT

If an Executive's employment with the Employer is terminated prior to his or 
her Normal Retirement Date, either by the Employer or by the Executive, and 
either with or without cause, no benefits shall be paid under any provision 
of this Plan, unless the Compensation Committee, in its sole discretion, 
shall provide that the benefits will be paid regardless of the termination of 
the Executive's employment.  However, early or disability retirement or death 
shall not be deemed to be a termination of employment for purposes of this 
Section.

                                                                        Page 23

<PAGE>

SECTION 11.  PROHIBITION OF COMPETITIVE EMPLOYMENT

If, during the period of an Executive's employment with the Employer or while 
the Executive is receiving benefits under this Plan, a covered Executive 
engages in competitive activities without the Employer's written consent, no 
further benefits shall be payable under any provision of this Plan.  For 
purposes of this Section, "competitive activities" shall mean engaging, 
directly or indirectly (including providing consulting services), in a 
business similar to any business of the Employer or any of its subsidiaries, 
or owning, managing, operating, controlling, being employed by, participating 
in, having any financial interest in, or being connected in any manner with 
the ownership, management, operation or conduct of, any such similar business.

SECTION 12.  TITLE TO LIFE INSURANCE

If life insurance is purchased to provide the Employer with funds to make 
benefit payments under this Plan to or on behalf of a covered Executive, the 
owner and beneficiary of such life insurance contract shall at all times be 
the Employer or, if the Employer establishes a "rabbi trust" in connection 
with this Plan, the trustee of such trust.  If the Employer is the owner and 
beneficiary of the life insurance contract, it shall have the unrestricted 
right to use all amounts and to exercise all options and privileges 
thereunder without the knowledge or consent of the Executive, his or her 
designated beneficiary, or any other person, it being expressly agreed that 
neither the Executive nor any such beneficiary or other person shall have any 
right, title or interest whatsoever in or to any such contract.  If the 
trustee of a "rabbi trust" is the owner and beneficiary of the life insurance 
contract, the respective rights and interests of the Employer, the trustee, 
the Executive, his or her designated beneficiary, and other persons, shall be 
governed by the terms of the trust agreement and the life insurance contract.

SECTION 13.  PAYMENTS ARE NOT SECURED

Except as provided in the "rabbi trust" agreement, if any, established by the 
Employer in connection with this Plan, (a) the Executive, his or her 
designated beneficiary and any other person or persons having or claiming a 
right to payment of benefits hereunder, or to any interest under this Plan, 
shall rely solely on the unsecured promise of the Employer, and (b) nothing 
herein shall be construed to give the Executive, his or her designated 
beneficiary or any other person or persons any right, title, interest or 
claim in or to any specific asset, fund, reserve, account or property of any 
kind whatsoever owned by the Employer or in which it may have any right, 
title or interest now or in the future, but the Executive shall have the 
right to enforce his or her claim against the Employer in the same manner as 
any unsecured creditor.

                                                                        Page 24

<PAGE>

SECTION 14.  NON-ASSIGNABILITY OF BENEFITS

Neither the Executive, nor his or her designated beneficiary, nor any other 
person entitled to any payment hereunder, shall have power to transfer, 
assign, anticipate, mortgage or otherwise encumber any right to receive a 
payment in advance of the time such payment is due under the provisions of 
this Plan, and any attempted transfer, assignment, anticipation, mortgage or 
encumbrance shall be void.  No payment hereunder shall be subject to seizure 
for the payment of public or private debts, judgments, alimony or separate 
maintenance, or be transferable by operation of law in the event of 
bankruptcy, insolvency or otherwise.

SECTION 15.  ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee, which shall 
have sole authority to construe and interpret the Plan and issue such rules 
and regulations as it deems appropriate.  The Compensation Committee shall 
have the duty and responsibility of deciding questions of eligibility, 
determining the amount, manner and time of payment of any benefits hereunder, 
and distributing the benefits to covered Executives, their spouses and/or 
beneficiaries; provided, however, the Compensation Committee may appoint or 
employ individuals to assist in the administration of the Plan and any other 
agents it deems advisable, including legal and actuarial counsel.  The 
Compensation Committee's interpretations, determinations, rules and 
regulations, and calculations shall be final and binding on all persons and 
parties concerned.  If a covered Executive, spouse or beneficiary desires a 
review of any benefit determination made by the Compensation Committee, he or 
she shall follow the claims review procedure described in Section 6.06 of the 
Pension Plan (except that such appeal shall be to the Compensation Committee 
rather than to the committee responsible for administering the Pension Plan, 
if different).

SECTION 16.  AMENDMENT

This Plan may be amended at any time or from time to time by the Board of 
Directors of the Employer.  Any amendment shall not reduce the benefit of any 
covered Executive, or any person receiving benefits under this Plan, without 
the written consent of the affected person.  The failure of either the 
Employer or any covered Executive to enforce any of the provisions hereof 
shall not be deemed a waiver thereof.  No provision of this Plan shall be 
deemed to have been waived or modified unless such waiver or modification 
shall be in writing and signed by the party or parties affected by such 
waiver or modification.  The Employer reserves the right to terminate the 
Plan at any time by action of the Board of Directors.  The termination of 
this Plan shall not affect the benefits of any Executive, Executive's spouse 
or designated beneficiary covered by the Plan, prior to termination.

                                                                        Page 25

<PAGE>

SECTION 17.  NON-GUARANTEE OF EMPLOYMENT

This Plan shall not be construed as giving any Executive the right to be 
retained as an Employee of the Employer for any period.

SECTION 18.  BINDING EFFECT AND GOVERNING LAW

This Plan shall be binding upon the Executive and the Executive's spouse, 
beneficiaries, heirs, executors, administrators, personal representatives, 
successors and assigns, and upon the Employer and its successors and assigns. 
Except as preempted by ERISA or any other applicable federal law, the Plan 
shall be construed, enforced and administered, and the validity thereof shall 
be determined, in accordance with the laws of the State of Indiana.


This Plan was adopted by the Board of Directors of First Merchants 
Corporation on February 11, 1997, and shall be effective as of March 1, 1997.


                              First Merchants Corporation

                              
                              By:        /s/ Stefan S. Anderson     
                                  ----------------------------------
                              Title:    President                   
                                    --------------------------------
     
                                                                        Page 26

<PAGE>

- -------------------------------------------------------------------------------
Schedule A to First Merchants Corporation
Supplemental Executive Retirement Plan
- -------------------------------------------------------------------------------

The Corporation's Supplemental Executive Retirement Plan covers the following
executives:


                                            Offices with the Corporation
Name                                             and Subsidiary Banks
- ----                                        ----------------------------

Stefan S. Anderson                     President and Chief Executive Officer,
                                       Corporation; Chief Executive Officer,
                                       First Merchants Bank, N.A. 

Michael L. Cox                         Executive Vice President, Chief
                                       Operating Officer, Corporation;
                                       Chief Operating Officer, 
                                       First Merchants Bank, N.A.

Ted J. Montgomery                      Senior Vice President, Corporation;
                                       Chief Executive Officer, The Union
                                       County National Bank of Liberty

Roger W. Gilcrest                      Executive Vice President, First
                                       Merchants Bank, N.A.




                                                                        Page 27
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<DESCRIPTION>TRUST UNDER FIRST MERCHANTS SUPP. EXEC. RET. PLAN
<TEXT>

<PAGE>

- -------------------------------------------------------------------------------
EXHIBIT 10.2 -- Trust Under First Merchants Corporation
                Supplemental Executive Retirement Plan
- -------------------------------------------------------------------------------

     This Agreement made this 1st day of March, 1997, by and between First 
Merchants Corporation ("EMPLOYER"), and First Merchants Bank, N.A. 
("TRUSTEE"):
     
     WHEREAS, Employer has adopted the nonqualified deferred compensation 
plan known as the First Merchants Corporation Supplemental Executive 
Retirement Plan ("PLAN"); 

     WHEREAS, Employer has incurred or expects to incur liability under the 
terms of such Plan with respect to the individuals participating in such 
Plan; 
     
     WHEREAS, Employer wishes to establish a trust (hereinafter called 
"TRUST") and to contribute to the Trust assets that shall be held therein, 
subject to the claims of Employer's creditors in the event of Employer's 
Insolvency, as herein defined, until paid to Plan participants and their 
beneficiaries in such manner and at such times as specified in the Plan; 

     WHEREAS, it is the intention of the parties that this Trust shall 
constitute an unfunded arrangement and shall not affect the status of the 
Plan as an unfunded plan maintained for the purpose of providing deferred 
compensation for a select group of management or highly compensated employees 
for purposes of Title I of the Employee Retirement Income Security Act 
of 1974; and 

     WHEREAS, it is the intention of Employer to make contributions to the 
Trust to provide itself with a source of funds to assist it in the meeting of 
its liabilities under the Plan. 

     NOW, THEREFORE, the parties do hereby establish the trust and agree that 
the Trust shall be comprised, held and disposed of as follows:

     SECTION 1.  ESTABLISHMENT OF TRUST.

     (a)  Employer hereby deposits with Trustee in trust the cash and 
insurance policies listed in Schedule A, which shall become the principal of 
the Trust to be held, administered and disposed of by Trustee as provided in 
this Trust Agreement.

     (b)  The Trust hereby established shall be irrevocable.  

     (c)  The Trust is intended to be a grantor trust, of which Employer is 
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 
1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be 
construed accordingly. 
     
                                                                        Page 28

<PAGE>

     (d)  The principal of the Trust, and any earnings thereon shall be held 
separate and apart from other funds of Employer and shall be used exclusively 
for the uses and purposes of Plan participants and general creditors as 
herein set forth.  Plan participants and their beneficiaries shall have no 
preferred claim on, or any beneficial ownership interest in, any assets of 
the Trust.  Any rights created under the Plan and this Trust Agreement shall 
be mere unsecured contractual rights of Plan participants and their 
beneficiaries against Employer.  Any assets held by the Trust will be subject 
to the claims of Employer's general creditors under federal and state law in 
the event of Insolvency, as defined in Section 3(a) herein. 

     (e)  Employer, in its sole discretion, may at any time, or from time to 
time, make additional deposits of cash or other property in trust with 
Trustee to augment the principal to be held, administered and disposed of by 
Trustee as provided in this Trust Agreement.  Neither Trustee nor any Plan 
participant or beneficiary shall have any right to compel such additional 
deposits. 

     SECTION 2.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.

     (a)  Employer shall deliver to Trustee a schedule (the "PAYMENT 
SCHEDULE") that indicates the amounts payable in respect of each Plan 
participant (and his or her beneficiaries),  that provides a formula or other 
instructions acceptable to Trustee for determining the amounts so payable, 
the form in which such amount is to be paid (as provided for or available 
under the Plan), and the time of commencement for payment of such amounts.  
Except as otherwise provided herein, Trustee shall make payments to the Plan 
participants and their beneficiaries in accordance with such Payment 
Schedule.  The Trustee shall make provision for the reporting and withholding 
of any federal, state or local taxes that may be required to be withheld with 
respect to the payment of benefits pursuant to the terms of the Plan and 
shall pay amounts withheld to the appropriate taxing authorities or determine 
that such amounts have been reported, withheld and paid by Employer.  

     (b)  The entitlement of a Plan participant or his or her beneficiaries 
to benefits under the  Plan shall be determined by Employer or such party as 
it shall designate under the Plan, and any claim for such benefits shall be 
considered and reviewed under the procedures set out in the Plan.  

     (c)  Employer may make payment of benefits directly to Plan participants 
or their beneficiaries as they become due under the terms of the Plan.  
Employer shall notify Trustee of its decision to make payment of benefits 
directly prior to the time amounts are payable to participants or their 
beneficiaries.  In addition if the principal of the Trust, and any earnings 
thereon, are not sufficient to make payments of benefits in accordance with 
the terms of the Plan, Employer shall make the balance of each such payment 
as it falls due. Trustee shall notify Employer where principal and earnings 
are not sufficient. 

                                                                        Page 29

<PAGE>

     SECTION 3.  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY
WHEN EMPLOYER IS INSOLVENT.  

     (a)  Trustee shall cease payment of benefits to Plan participants and 
their beneficiaries if the Employer is Insolvent.  Employer shall be 
considered "Insolvent" for purposes of this Trust Agreement if (i) Employer 
is unable to pay its debts as they become due, or (ii) Employer is subject to 
a pending proceeding as a debtor under the  United States Bankruptcy Code.

     (b)  At all times during the continuance of this Trust, as provided in 
Section 1(d) hereof, the principal and income of the Trust shall be subject 
to claims of general creditors of Employer under federal and state law as set 
forth below. 

          (1)  The Board of Directors and the Chief Executive Officer of
     Employer shall have the duty to inform Trustee in writing of Employer's
     insolvency.  If a person claiming to be a creditor of Employer alleges in
     writing to Trustee that Employer has become insolvent, Trustee shall
     determine whether Employer is Insolvent and, pending such determination,
     Trustee shall discontinue payment of benefits to Plan participants or 
     their beneficiaries. 

          (2)  Unless Trustee has actual knowledge of Employer's insolvency, or
     has received notice from Employer or a person claiming to be a creditor
     alleging that Employer is Insolvent, Trustee shall have no duty to inquire
     whether Employer is Insolvent.  Trustee may in all events rely on such
     evidence concerning Employer's solvency as may be furnished to Trustee and
     that provides Trustee with a reasonable basis for making a determination
     concerning Employer's solvency.  

          (3)  If at any time Trustee has determined that Employer is 
     insolvent, Trustee shall discontinue payments to Plan participants or 
     their beneficiaries and shall hold the assets of the Trust for the 
     benefit of Employer's general creditors.  Nothing in this Trust Agreement 
     shall in any way diminish any rights of Plan participants or their 
     beneficiaries to pursue their rights as general creditors of Employer 
     with respect to benefits due under the  Plan or otherwise.  

          (4)  Trustee shall resume the payment of benefits to Plan 
     participants or their beneficiaries in accordance with Section 2 of 
     this Trust Agreement only after Trustee has determined that Employer is 
     not Insolvent (or is no longer Insolvent). 

                                                                        Page 30

<PAGE>

     (c)  Provided that there are sufficient assets, if Trustee discontinues 
the payment of benefits from the Trust pursuant to Section 3(b) hereof and 
subsequently resumes such payments, the first payment following such 
discontinuance shall include the aggregate amount of all payments due to Plan 
participants or their beneficiaries under the terms of the Plan for the 
period of such discontinuance, less the aggregate amount of any payments made 
to Plan participants or their beneficiaries by Employer in lieu of the 
payments provided for hereunder during any such period of discontinuance. 

     SECTION 4.  PAYMENTS TO EMPLOYER.

     Except as provided in Section 3 hereof, after the Trust has become 
irrevocable, Employer shall have no right or power to direct Trustee to 
return to Employer or to divert to others any of the Trust assets before all 
payment of benefits have been made to Plan participants and their 
beneficiaries pursuant to the terms of the Plan. 

     SECTION 5.  INVESTMENT AUTHORITY.

     (a)  The Trustee shall invest and reinvest the principal and income 
received by and held in the Trust, and keep such assets invested without 
distinction between principal and income, in insurance contracts, common or 
preferred stocks, corporate and government bonds and notes, and other 
securities in accordance with such investment guidelines as Employer may 
provide to the Trustee from time to time.  

     (b)  Subject to paragraph (a) of this Section, Trustee may invest in 
securities (including stock or rights to acquire stock) or obligations issued 
by Employer.  All rights associated with assets of the Trust shall be 
exercised by Trustee or the person designated by Trustee, and shall in no 
event be exercisable by or rest with Plan participants.  

     (c)  Employer shall have the right at any time, and from time to time in 
its sole discretion, to substitute assets of equal fair market value for any 
asset held by the Trust.  This right is exercisable by Employer in a 
nonfiduciary capacity without the approval or consent of any person in a 
fiduciary capacity.  

     SECTION 6.  DISPOSITION OF INCOME.

     During the term of this Trust, all income received by the Trust, net of 
expenses and taxes, shall be accumulated and reinvested. 

                                                                        Page 31

<PAGE>

     SECTION 7.  ACCOUNTING BY TRUSTEE.

     Trustee shall keep accurate and detailed records of all investments, 
receipts, disbursements, and all other transactions required to be made, 
including such specific records as shall be agreed upon in writing between 
Employer and Trustee. With sixty (60) days following the close of each 
calendar year and within sixty (60) days after the removal or resignation of 
Trustee, Trustee shall deliver to Employer a written account of its 
administration of the Trust during such year or during the period from the 
close of the last preceding year to the date of such removal or resignation, 
setting forth all investments, receipts, disbursements and other transactions 
effected by it, including a description of all securities and investments 
purchased and sold with the cost or net proceeds of such purchases or sales 
(accrued interest paid or receivable being shown separately), and showing all 
cash, securities and other property held in the Trust at the end of such year 
or as of the date of such removal or resignation, as the case may be.  

     SECTION 8.  RESPONSIBILITY OF TRUSTEE.

     (a)  Trustee shall act with the care, skill, prudence and diligence 
under the circumstances then prevailing that a prudent person acting in like 
capacity and familiar with such matters would use in the conduct of an 
enterprise of a like character and with like aims, provided, however, that 
Trustee shall incur no liability to any person for any action taken pursuant 
to a direction, request or approval given by Employer which is contemplated 
by, and in conformity with, the terms of the Plan or this Trust and is given 
in writing by Employer.  In the event of a dispute between Employer and a 
party, Trustee may apply to a court of competent jurisdiction to resolve the 
dispute.

     (b)  If Trustee undertakes or defends any litigation arising in 
connection with this Trust, Employer agrees to indemnify Trustee against 
Trustee's costs, expenses and liabilities (including, without limitation, 
attorneys' fees and expenses) relating thereto and to be primarily liable for 
such payments.  If Employer does not pay such costs, expenses and liabilities 
in a reasonably timely manner, Trustee may obtain payment from the Trust.  

     (c)  Trustee may consult with legal counsel (who may also be counsel for 
Employer generally) with respect to any of its duties or obligations 
hereunder. 

     (d)  Trustee may hire agents, accountants, actuaries, investment 
advisors, financial consultants or other professionals to assist it in 
performing any of its duties or obligations hereunder. 

     (e)  Trustee shall have, without exclusion, all powers conferred on 
Trustees by applicable law, unless expressly provided otherwise herein, 
provided, however, that if an insurance policy is held as an asset of the 
Trust, Trustee shall have no power to name a beneficiary of the policy other 
than the Trust, to assign the policy (as distinct from conversion of the 
policy to a different form) other than to a successor Trustee, or to loan to 
any person the proceeds of any borrowing against such policy.  

                                                                        Page 32

<PAGE>

     (f)  Notwithstanding any powers granted to Trustee pursuant to this 
Trust Agreement or to applicable law, Trustee shall not have any power that 
could give this Trust the objective of carrying on a business and dividing 
the gains therefrom, within the meaning of Section 301.7701-2 of the 
Procedure and Administrative Regulations promulgated pursuant to the Internal 
Revenue Code.  

     SECTION 9.  COMPENSATION AND EXPENSES OF TRUSTEE.

     Employer shall pay all administrative and Trustee's fees and expenses.  
If not so paid, the fees and expenses shall be paid from the Trust. 

     SECTION 10.  RESIGNATION AND REMOVAL OF TRUSTEE.

     (a)  Trustee may resign at any time by written notice to Employer, which 
shall be effective thirty (30) days after receipt of such notice unless 
Employer and Trustee agree otherwise.  

     (b)  Trustee may be removed by Employer on thirty (30) days' notice or 
upon shorter notice accepted by Trustee. 

     (c)  Upon resignation or removal of Trustee and appointment of a 
successor Trustee, all assets shall subsequently be transferred to the 
successor Trustee. The transfer shall be completed within sixty (60) days 
after receipt of notice of resignation, removal or transfer, unless Employer 
extends the time limit. 

     (d)  If Trustee resigns or is removed, a successor shall be appointed, 
in accordance with Section 11 hereof, by the effective date of resignation or 
removal under paragraph (a) or (b) of this Section.  If no such appointment 
has been made, Trustee may apply to a court of competent jurisdiction for 
appointment of a successor or for instructions.  All expenses of Trustee in 
connection with the proceeding shall be allowed as administrative expenses of 
the Trust.  

     SECTION 11.  APPOINTMENT OF SUCCESSOR.

     (a)  If Trustee resigns or is removed in accordance with Section 10(a) 
or (b) hereof, Employer may appoint any third party, such as a bank trust 
department or other party that may be granted corporate trustee powers under 
state law, as a successor to replace Trustee upon resignation or removal.  
The appointment shall be effective when accepted in writing by the new 
Trustee, who shall have all of the rights and powers of the former Trustee, 
including ownership rights in the Trust assets.  The former Trustee shall 
execute any instrument necessary or reasonably requested by Employer or the 
successor Trustee to evidence the transfer.  

                                                                        Page 33

<PAGE>

     (b)  The successor Trustee need not examine the records and acts of any 
prior Trustee and may retain or dispose of existing Trust assets, subject to 
Sections 7 and 8 hereof.  The successor Trustee shall not be responsible for 
and Employer shall indemnify and defend the successor Trustee from any claim 
or liability resulting from any action or inaction of any prior Trustee or 
from any other past event, or any condition existing at the time it becomes 
successor Trustee. 

     SECTION 12.  AMENDMENT OR TERMINATION.

     (a)  This Trust may be amended by a written instrument executed by 
Trustee and Employer.  Notwithstanding the foregoing, no such amendment shall 
conflict with the terms of the Plan or shall make the Trust revocable after 
it has become irrevocable in accordance with Section 1(b) hereof.  

     (b)  The Trust shall not terminate until the date on which Plan 
participants and their beneficiaries are no longer entitled to benefits 
pursuant to the terms of the Plan.  Upon termination of the Trust any assets 
remaining in the Trust shall be returned to Employer.    

     (c)  Upon written approval of all participants and beneficiaries then or 
thereafter entitled to payment of benefits pursuant to the terms of the Plan, 
Employer may terminate this Trust prior to the time all benefit payments 
under the Plan have been made.  All assets in the Trust at termination shall 
be returned to Employer.  

     SECTION 13.  MISCELLANEOUS.

     (a)  Any provision of this Trust Agreement prohibited by law shall be 
ineffective to the extent of any such prohibition, without invalidating the 
remaining provisions hereof.  

     (b)  Benefits payable to Plan participants and their beneficiaries under 
this Trust Agreement may not be anticipated, assigned (either at law or in 
equity), alienated, pledged, encumbered or subjected to attachment, 
garnishment, levy, execution or other legal or equitable process.

     (c)  This Trust Agreement shall be governed by and construed in 
accordance with the laws of the State of Indiana.

                                                                        Page 34

<PAGE>

     SECTION 14.  EFFECTIVE DATE.

     The effective date of this Trust Agreement shall be March 1, 1997.

First Merchants Corporation                  First Merchants Bank, N.A.


By:      /s/ Stefan S. Anderson                 By:    /s/ Roger W. Gilcrest 
    ------------------------------                  --------------------------

Title:   President                              Title: Executive Vice President
       ---------------------------                     -----------------------


              EMPLOYER                                         TRUSTEE


                                                                        Page 35
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>4
<DESCRIPTION>EXHIBIT 27.1
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIRST
MERCHANTS CORPORATION'S CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
FOR QUARTER ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          35,020
<INT-BEARING-DEPOSITS>                             371
<FED-FUNDS-SOLD>                                 1,560
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    230,973
<INVESTMENTS-CARRYING>                          42,442
<INVESTMENTS-MARKET>                            42,382
<LOANS>                                        652,926
<ALLOWANCE>                                      6,883
<TOTAL-ASSETS>                                 987,831
<DEPOSITS>                                     781,893
<SHORT-TERM>                                    71,626
<LIABILITIES-OTHER>                              8,072
<LONG-TERM>                                     12,450
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           827
<OTHER-SE>                                     112,963
<TOTAL-LIABILITIES-AND-EQUITY>                 987,831
<INTEREST-LOAN>                                 13,822
<INTEREST-INVEST>                                3,988
<INTEREST-OTHER>                                    74
<INTEREST-TOTAL>                                17,884
<INTEREST-DEPOSIT>                               7,502
<INTEREST-EXPENSE>                               8,343
<INTEREST-INCOME-NET>                            9,541
<LOAN-LOSSES>                                      287
<SECURITIES-GAINS>                                  10
<EXPENSE-OTHER>                                  6,206
<INCOME-PRETAX>                                  5,180
<INCOME-PRE-EXTRAORDINARY>                       3,429
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,429
<EPS-PRIMARY>                                      .52
<EPS-DILUTED>                                      .52
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                     0
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                    0
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.2
<SEQUENCE>5
<DESCRIPTION>EXHIBIT 27.2
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FOR FIRST MERCHANTS
CORPORATION FOR QUARTER ENDED MARCH 31, 1996 RESTATED AS A RESULT OF POOLING OF
INTEREST TRANSACTIONS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          26,739
<INT-BEARING-DEPOSITS>                             360
<FED-FUNDS-SOLD>                                13,575
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    229,658
<INVESTMENTS-CARRYING>                          56,700
<INVESTMENTS-MARKET>                            56,967
<LOANS>                                        565,045
<ALLOWANCE>                                      6,554
<TOTAL-ASSETS>                                 916,480
<DEPOSITS>                                     753,458
<SHORT-TERM>                                    40,324
<LIABILITIES-OTHER>                              7,864
<LONG-TERM>                                      9,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           821
<OTHER-SE>                                     105,031
<TOTAL-LIABILITIES-AND-EQUITY>                 916,480
<INTEREST-LOAN>                                 12,498
<INTEREST-INVEST>                                4,201
<INTEREST-OTHER>                                   311
<INTEREST-TOTAL>                                17,010
<INTEREST-DEPOSIT>                               7,365
<INTEREST-EXPENSE>                               8,037
<INTEREST-INCOME-NET>                            8,973
<LOAN-LOSSES>                                      280
<SECURITIES-GAINS>                                  17
<EXPENSE-OTHER>                                  5,822
<INCOME-PRETAX>                                  4,843
<INCOME-PRE-EXTRAORDINARY>                       3,187
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,187
<EPS-PRIMARY>                                      .49
<EPS-DILUTED>                                      .49
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                     0
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                    0
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.3
<SEQUENCE>6
<DESCRIPTION>EXHIBIT 27.3
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FOR FIRST MERCHANTS
CORPORATION FOR QUARTER ENDED MARCH 31, 1995 RESTATED AS A RESULT OF POOLING OF
INTEREST TRANSACTIONS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                          32,614
<INT-BEARING-DEPOSITS>                             162
<FED-FUNDS-SOLD>                                 3,675
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    142,270
<INVESTMENTS-CARRYING>                         126,798
<INVESTMENTS-MARKET>                           126,142
<LOANS>                                        531,493
<ALLOWANCE>                                      6,709
<TOTAL-ASSETS>                                 862,922
<DEPOSITS>                                     712,541
<SHORT-TERM>                                    38,113
<LIABILITIES-OTHER>                              6,538
<LONG-TERM>                                      8,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           610
<OTHER-SE>                                      95,588
<TOTAL-LIABILITIES-AND-EQUITY>                 862,922
<INTEREST-LOAN>                                 11,599
<INTEREST-INVEST>                                3,835
<INTEREST-OTHER>                                    76
<INTEREST-TOTAL>                                15,508
<INTEREST-DEPOSIT>                               6,096
<INTEREST-EXPENSE>                               6,831
<INTEREST-INCOME-NET>                            8,677
<LOAN-LOSSES>                                      236
<SECURITIES-GAINS>                                  23
<EXPENSE-OTHER>                                  5,815
<INCOME-PRETAX>                                  4,418
<INCOME-PRE-EXTRAORDINARY>                       2,924
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,924
<EPS-PRIMARY>                                      .45
<EPS-DILUTED>                                      .45
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                     0
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                    0
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----