January 11, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Erin M. Purnell, Esq.
| Re: | First Merchants Corporation |
Registration Statement on Form S-4 filed on
December 23, 2021, as amended by Amendment
No. 1 thereto filed on January 10, 2022
File No. 333-261869
Dear Ms. Purnell:
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 4:00 p.m. (EST) on Thursday, January 13, 2022, or as soon as practicable thereafter.
Please contact Bradley C. Arnett of Dentons Bingham Greenebaum LLP at (513) 455-7611 with any questions you may have regarding this request. In addition, please notify Mr. Arnett by telephone when this request for acceleration has been granted.
| Sincerely, | ||
| FIRST MERCHANTS CORPORATION | ||
| By: | /s/ Michele M. Kawiecki | |
| Michele M. Kawiecki | ||
| Executive Vice President and Chief Financial Officer | ||
| cc: | Brian T. Hunt, First Merchants Corporation |
Bradley C. Arnett, Dentons Bingham Greenebaum LLP
Jeremy E. Hill, Dentons Bingham Greenebaum LLP
Bill Fay, Barack Ferrazzano Kirschbaum & Nagelberg LLP