[First Merchants Corporation Letterhead]

April 24, 2017

VIA EDGAR AND E-MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: David Lin

 

Re:

First Merchants Corporation

Registration Statement on Form S-4 filed on

March 17, 2017, as amended by Amendment

No. 1 thereto filed on April 14, 2017 and Amendment No. 2 thereto filed on April 21, 2017

File No. 333-216780

Dear Mr. Lin:

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 2:00 p.m. (EDT) on Monday, April 24, 2017, 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

 

cc:	Brian T. Hunt, Esq., First Merchants Corporation

Jeremy E. Hill, Esq., Bingham Greenebaum Doll LLP

Jeffery E. Smith, Esq., Vorys, Sater, Seymour and Pease LLP