[FIRST MERCHANTS CORPORATION LETTERHEAD]
December 20, 2018
VIA EDGAR AND E-MAIL
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: David Gessert
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Re:
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First Merchants Corporation
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Registration Statement on Form S-4 filed on
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December 3, 2018, as amended by Amendment No. 1
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thereto filed on December 19, 2018
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File No. 333-228658
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Dear Mr. Gessert:
In accordance with Rule 461 under the Securities Act of 1933, as amended, First Merchants Corporation hereby respectfully requests that effectiveness of the
above-referenced Registration Statement be accelerated by the Securities and Exchange Commission to 3:45 p.m. (EST) on Friday, December 21, 2018, or as soon as practicable thereafter.
Please contact Jeremy E. Hill, Esq. of Bingham Greenebaum Doll LLP at (317) 968-5384 with any questions you may regarding this request. In addition, please
notify Mr. Hill by telephone when this request for acceleration has been granted.
Sincerely,
/s/ Mark K. Hardwick
Mark K. Hardwick
Executive Vice President,
Chief Financial Officer and
Chief Operating Officer
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cc:
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Brian T. Hunt, Esq., First Merchants Corporation
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Jeremy E. Hill, Esq., Bingham Greenebaum Doll LLP
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Bradley C. Arnett, Esq., Bingham Greenebaum Doll LLP
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Tonya Vachirasomboon, Esq., Bingham Greenebaum Doll LLP
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Martin D. Werner, Esq., Shumaker, Loop & Kendrick, LLP
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