UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): June 20, 2005

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

                           FIRST MERCHANTS CORPORATION
             (Exact name of registrant as specified in its charter)

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

         INDIANA                     0-17071                     35-1544218
(State or other jurisdiction   (Commission file number)        (IRS Employer
     of incorporation)                                       Identification No.)

                             200 East Jackson Street
                                  P.O. Box 792
                              Muncie, IN 47305-2814
          (Address of principal executive offices, including zip code)

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

                                  Not Applicable
          (Former name or former address, if changed since last report)

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))

                                  Page 1 of 5

<PAGE>

Item 7.01. Regulation FD Disclosure.

      On April 14, 2005, the  Board of Directors of  First Merchants Corporation
declared a quarterly cash dividend of $0.23 per share on its outstanding  common
stock. The cash dividend was payable to stockholders of record on  June 6, 2005.
The cash dividend was  distributed  along with a letter to the  stockholders  on
June 20, 2005.  A copy of the stockholder  letter is attached as Exhibit 99.1 to
this report and is furnished pursuant to Regulation FD.

Item 9.01. Financial Statements and Exhibits.

            (a)   Not Applicable.

            (b)   Not Applicable.

            (c)   (99.1) Stockholder Letter dated June 20, 2005.


                                  Page 2 of 5

<PAGE>


                                   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.

      DATE: June 20, 2005

                                        FIRST MERCHANTS CORPORATION
                                                (Registrant)

                                        By: /s/ Larry R. Helms
                                            ---------------------------
                                            Larry R. Helms,
                                            Senior Vice President


                                  Page 3 of 5

<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.        Description
-----------        -----------

   99.1            Stockholder Letter dated June 20, 2005.


                                  Page 4 of 5
<PAGE>
                          First Merchants Corporation

                                  Exhibit 99.1

                    Stockholder Letter, dated June 20, 2005

June 20, 2005

Dear Shareholder:

The First Merchants Corporation Board of Directors has declared a quarterly cash
dividend of $.23 per share to holders of record June 6, 2005,  payable  June 20,
2005.

Our  banking  activities  continue  to expand,  and we have  recently  announced
relocation to a new office in the greater Indianapolis  metropolitan market. The
Indianapolis banking center,  encompassing both commercial lending and trust and
investment  activities,  will  relocate to a new office  complex on I-465 on the
north edge of the city.  New business  development  in this market  continues to
encourage us toward further  development,  and we look forward to the opening of
this new office.

We have also begun a corporate branding  advertising  campaign in and around our
service area. Our strategy is to further communicate that our Corporation covers
a large footprint through the central part of the state and that First Merchants
Corporation  includes nine community  banks serving their  customers in a manner
consistent with community banking practices.  This branding campaign is designed
to convey the message that "We Are Your  Partners in Success" in the delivery of
high-quality and customer-friendly services.

Your  continued  support  of our  Corporation  is  appreciated  and the Board of
Directors  is pleased  to  provide  this  dividend  to you.  Should you have any
questions   regarding  our  company,   we  welcome  them  through  our  internal
Shareholder  Relations Department  (800/262-4261,  ext. 7278), or through direct
e-mail  link on our Web site,  www.firstmerchants.com,  and  invite you to avail
yourselves of this service.

Sincerely,


Michael L. Cox
President and Chief Executive Officer

MLC/ch

Enclosure