PROXY                                                                           
        
                               RANDOLPH COUNTY BANCORP
                               122 W. Washington Street
                                 Winchester, IN 47394

                 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints _____________________ and _____________________,
and each of them, proxies of the undersigned, with full power of substitution
and re-substitution, to represent and vote all shares of common stock of
Randolph County Bancorp ("Randolph County") which the undersigned would be
entitled to vote at the Special Meeting of Shareholders of Randolph County to be
held at the main office of The Randolph County Bank located at 122 West
Washington Street, Winchester, Indiana 47394, on ______________, ______________
___, 1996, at _____ __.m. local time, and at any adjournment thereof, with all
of the powers the undersigned would possess if personally present, as set forth
below.

The Board of Directors of Randolph County recommends a vote FOR approval of the
Agreement of Reorganization and Merger dated January 17, 1996, by and between
First Merchants Corporation ("First Merchants") and Randolph County pursuant to
which Randolph County will merge with and into First Merchants, and The Randolph
County Bank will become a wholly-owned subsidiary of First Merchants.

    1.   Approval of the Agreement of Reorganization and Merger:

                FOR             AGAINST           ABSTAIN
         ------          ------             -----

    2.   In their discretion, on such other matters as may properly be
         presented at the Special Meeting.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NOT OTHERWISE DIRECTED, THIS PROXY
WILL BE VOTED FOR APPROVAL OF THE AGREEMENT OF REORGANIZATION AND MERGER.  ON
ANY OTHER MATTERS THAT MAY PROPERLY BE PRESENTED AT THE SPECIAL MEETING, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS OF RANDOLPH COUNTY.

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.

Dated:  ______________, 1996


                                            _______________________________
                                            (SIGNATURE OF SHAREHOLDER)

                                            _______________________________
                                            (SIGNATURE OF SHAREHOLDER)

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE.  JOINT
OWNERS SHOULD EACH SIGN PERSONALLY.  TRUSTEES AND OTHERS SIGNING IN A
REPRESENTATIVE CAPACITY SHOULD INDICATE THE CAPACITY IN WHICH THEY SIGN.

                                       Ex. 99-1