UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 8-K

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

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 31, 2008

                           FIRST MERCHANTS CORPORATION

             (Exact name of registrant as specified in its charter)

                                     INDIANA

                 (State or other jurisdiction of incorporation)

0-17071                                                   35-1544218
(Commission File Number)                      (IRS Employer Identification No.)

200 East Jackson Street
P.O. Box 792
Muncie, Indiana                                          47305-2814
(Address of principal executive offices)                 (Zip Code)

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

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

_    Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
_    Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
_    Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
_    Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.        Completion of Acquisition or Disposition of Assets.

     On December 31, 2008, First Merchants  Corporation completed its previously
announced acquisition of all of the assets of Lincoln Bancorp through the merger
of Lincoln Bancorp with and into First Merchants Corporation (the "Merger").

     As part of the  Merger,  shareholders  of  Lincoln  Bancorp  shall  receive
approximately  3,040,460 shares of First Merchants  Corporation common stock and
approximately $16.8 million in cash in exchange for their Lincoln Bancorp common
shares.  The form and amount of such  consideration  was arrived at through arms
length negotiations between First Merchants Corporation and Lincoln Bancorp.

In connection with the Merger,  shareholders of Lincoln Bancorp were offered the
opportunity  to  elect to  receive  either  0.7004  shares  of  First  Merchants
Corporation  common stock or $15.76 in cash in exchange for each Lincoln Bancorp
common share owned by them.  Pursuant to the terms of the Merger,  under certain
circumstances,  the 0.7004 exchange ratio was subject to adjustment and the cash
elections made by Lincoln Bancorp  shareholders  were subject to being converted
into elections to receive stock.  Although the 0.7004 exchange ratio will not be
adjusted,   the  cash   elections   made  by   Lincoln   shareholders   will  be
proportionately converted into elections to receive stock in accordance with the
terms of the Agreement of Reorganization  and Merger referenced below. Cash will
also be paid by First Merchants Corporation in lieu of issuing fractional shares
resulting from the 0.7004 exchange ratio.

     For  further  information  regarding  the  terms  of the  Merger,  see  the
Agreement of Reorganization  and Merger between First Merchants  Corporation and
Lincoln  Bancorp  dated  September  2, 2008,  as amended  on October  29,  2008,
incorporated as an exhibit hereto.

     A copy of the press release  announcing  consummation of the Merger is also
filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

       (d)  Exhibits.

            Exhibit 2.1    Agreement of Reorganization and Merger by and between
                           First Merchants Corporation and Lincoln Bancorp dated
                           September 2, 2008, as amended  on  October 29,  2008.
                           (Incorporated  by  reference  to Exhibit  2 to  First
                           Merchants  Corporation's Pre-Effective  Amendment No.
                           4 to Form  S-4  filed November 26, 2008.)

            Exhibit 99.1      Press Release dated January 2, 2009.



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                           By:  /s/  Mark K. Hardwick
                                     -------------------------------------------
                                     Mark K. Hardwick, Executive Vice President
                                     and Chief Financial Officer


Dated:  January 2, 2009


                                  EXHIBIT INDEX



Exhibit No.                                 Description


    Exhibit 2.1            Agreement of Reorganization and Merger by and between
                           First Merchants Corporation and Lincoln Bancorp dated
                           September 2, 2008, as amended  on  October 29,  2008.
                           (Incorporated  by  reference  to Exhibit  2 to  First
                           Merchants  Corporation's Pre-Effective  Amendment No.
                           4 to Form  S-4  filed November 26, 2008.)

            99.1           Press Release dated January 2, 2009.









                                  Exhibit 99.1


                                  PRESS RELEASE


N/E/W/S  R/E/L/E/A/S/E
January 2, 2009

For immediate release

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


First  Merchants  Corporation  Announces  the  Completion of Merger with Lincoln
Bancorp

(Muncie,  Ind.,  January 2, 2009) First  Merchants  Corporation  (NASDAQ:  FRME)
successfully  completed it's  previously  announced  merger with Lincoln Bancorp
(NASDAQ: LNCB), of Plainfield, Indiana on Wednesday, December 31, 2008.

With over $830 million in assets,  upon  integration,  Lincoln Bank will combine
with First Merchants Bank of Central  Indiana in the 2nd quarter of 2009.  After
the combination,  First Merchants will serve the greater  Indianapolis area with
24 banking centers in Hamilton,  Johnson,  Hendricks Madison,  Brown, and Morgan
Counties.  In addition,  Lincoln serves  customers  through three banking center
locations in Clinton and Montgomery Counties.

Mike Stewart, First Merchants Corporation's Chief Banking Officer added, "We are
pleased that this merger received  overwhelming  approval at the Lincoln Bancorp
special shareholder  meeting.  Convenience is an intended benefit, and Lincoln's
customers will now have access to expanded product and service options including
trust services, wealth management and insurance. The capital resources,  lending
capacity and related financial  services First Merchants provides will enable us
to focus on core growth in the Indianapolis and surrounding  community markets."
Stewart will become President and CEO of the newly combined bank.

Founded in 1884, Lincoln Bancorp built a long history of deep-rooted  commitment
to community banking by providing  personalized  financial services solutions to
consumer and business customers.  Jerry Engle, President and CEO of Lincoln Bank
stated,  "The combined strength of Lincoln Bank and First Merchants  provides us
with the opportunity to offer enhanced products and services. Our customers will
benefit from the First  Merchants  network of 82 banking centers and ATM network
throughout Indiana and Ohio."

Michael C. Rechin,  President  and Chief  Executive  Officer of First  Merchants
Corporation  commented,  "The solid community banking  reputation and commitment
that Lincoln Bank has  established  over their long  history,  mirrors the First
Merchants  culture of partnership with both our customers and  communities.  Our
partnership  is  accretive  to the current  Lincoln  Bank model,  providing  the
strength of scalable  solutions  and  powerful  tools for  personal and business
growth in a larger footprint.  This acquisition aligns with our strategic vision
to provide superior banking services that are decisioned and delivered  locally.
I'm excited about the benefit this brings to all of our customers,  shareholders
and employees."

As part of the $78 million merger,  shareholders of Lincoln Bancorp will receive
approximately  3,040,460 shares of First Merchants  Corporation common stock and
approximately $16.8 million in cash in exchange for their Lincoln Bancorp common
shares.

About First Merchants Corporation

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

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

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