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): April 29, 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)


          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))


Item 1.01.        Entry into a Material Definitive Agreement.

          (a) On May 2, 2005, First Merchants  Corporation  (the  "Corporation")
     entered into a Change of Control  Agreement  (the  "Agreement")  with Shawn
     Blackburn,  its recently  appointed  Senior Vice  President and Director of
     Administration  Services. The Agreement provides for certain payments to be
     made to Mr. Blackburn upon certain "Changes in Control" of the Corporation.
     A copy of the Agreement is attached hereto as Exhibit 10.1.

Item 5.02.         Departure of Directors or Principal Officers; Election of
                   Directors; Appointment of Principal Officers.

          (b) Roger M. Arwood has  informed the  Corporation  that he intends to
     resign from his positions as Executive Vice  President and Chief  Operating
     Officer of the Corporation, effective May 20, 2005. Mr. Arwood is resigning
     so that he may pursue other opportunities.

Item 9.01.        Financial Statements and Exhibits.

          (c)  (10.1)  Change  of  Control  Agreement  between  First  Merchants
     Corporation and Shawn Blackburn, dated May 2, 2005.

<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:  May 4, 2005.

                                                     FIRST MERCHANTS CORPORATION


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


<PAGE>

                                  EXHIBIT INDEX


         10.1     Change of Control Agreement between First Merchants
     Corporation and Shawn Blackburn, dated May 2, 2005.

                                  Exhibit 10.1

                           CHANGE OF CONTROL AGREEMENT


          This  Agreement  is made and  entered  into as of May 2, 2005,  by and
     between First Merchants  Corporation,  an Indiana corporation  (hereinafter
     referred to as  "Corporation"),  with its principal  office  located at 200
     East Jackson Street,  Muncie,  Indiana,  and Shawn  Blackburn  (hereinafter
     referred to as "Executive"), of Carmel, Indiana.

          WHEREAS,  the Corporation  considers the continuance of proficient and
     experienced management to be essential to protecting and enhancing the best
     interests of the Corporation and its shareholders; and

          WHEREAS,  the Corporation  desires to assure the continued services of
     the Executive on behalf of the Corporation; and

          WHEREAS, the Corporation  recognizes that if faced with a proposal for
     a Change of Control,  as  hereinafter  defined,  the Executive  will have a
     significant  role in helping the Board of Directors  assess the options and
     advising  the Board of  Directors  on what is in the best  interests of the
     Corporation and its shareholders;  and it is necessary for the Executive to
     be able to provide this advice and counsel without being  influenced by the
     uncertainties of the Executive's own situation; and

          WHEREAS,  the  Corporation  desires  to  provide  fair and  reasonable
     benefits to the  Executive on the terms and subject to the  conditions  set
     forth in this Agreement.

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
     undertakings herein contained and the continued employment of the Executive
     by  the   Corporation   as  its  Senior  Vice  President  and  Director  of
     Administration Services, the Corporation and the Executive,  each intending
     to be legally bound, covenant and agree as follows:

         1.       Term of Agreement.

          This Agreement  shall  continue in effect  through  December 31, 2005;
     provided,  however,  that commencing on December 31, 2005 and each December
     31 thereafter,  the term of this Agreement shall  automatically be extended
     for one additional year unless,  not later than October 31, 2005 or October
     31 immediately preceding any December 31 thereafter,  the Corporation shall
     have  given  the  Executive  notice  that it does not wish to  extend  this
     Agreement;  and  provided  further,  that if a  Change  of  Control  of the
     Corporation,  as defined in  Section  2,  shall  have  occurred  during the
     original or extended term of this Agreement,  this Agreement shall continue
     in effect for a period of not less than  twenty-four (24) months beyond the
     month in which such Change of Control occurred.

         2.       Definitions.

         For purposes of this Agreement, the following definitions shall apply:

          (A)  Cause: "Cause" shall mean:

          (1)  professional incompetence;

          (2)  willful misconduct;

          (3)  personal dishonesty;

          (4)  breach of fiduciary duty involving personal profit;

          (5)  intentional failure to perform stated duties;

          (6)  willful  violation  of any law,  rule or  regulation  (other than
               traffic violations or similar offenses) or final cease and desist
               orders; and

          (7)  any  intentional  material  breach  of  any  term,  condition  or
               covenant of this Agreement.
<PAGE>

          (B)  Change of Control: "Change of Control" shall mean:

          (1)  any person (as such term is used in  Sections  13(d) and 14(d) of
               the Securities Exchange Act of 1934 ["Exchange Act"]), other than
               the  Corporation,  is or becomes the Beneficial Owner (as defined
               in Rule 13d-3 under the Exchange  Act)  directly or indirectly of
               securities of the Corporation  representing  twenty-five  percent
               (25%) or more of the combined  voting power of the  Corporation's
               then outstanding securities;

          (2)  persons  constituting a majority of the Board of Directors of the
               Corporation  were not directors of the  Corporation  for at least
               the twenty-four (24) preceding months;

          (3)  the   stockholders  of  the  Corporation   approve  a  merger  or
               consolidation  of the  Corporation  with any  other  corporation,
               other than (a) a merger or  consolidation  which would  result in
               the voting securities of the Corporation  outstanding immediately
               prior  thereto  continuing  to  represent  (either  by  remaining
               outstanding or by being  converted into voting  securities of the
               surviving  entity) more than fifty  percent (50%) of the combined
               voting power of the voting  securities of the Corporation or such
               surviving entity  outstanding  immediately after such a merger or
               consolidation,  or (b) a  merger  or  consolidation  effected  to
               implement  a  recapitalization  of the  Corporation  (or  similar
               transaction)  in which no person  acquires fifty percent (50%) or
               more of the  combined  voting  power  of the  Corporation's  then
               outstanding securities; or

          (4)  the  stockholders of the  Corporation  approve a plan of complete
               liquidation  of the  Corporation  or an agreement for the sale or
               disposition by the Corporation of all or substantially all of the
               Corporation's assets.

          (C)  Date of Termination:  "Date of  Termination"  shall mean the date
               stated in the Notice of Termination (as  hereinafter  defined) or
               thirty  (30) days from the date of delivery  of such  notice,  as
               hereinafter defined, whichever comes first.

          (D)  Disability:  "Disability"  shall mean the definition of such term
               as  used  in  the  disability  policy  then  in  effect  for  the
               Corporation,  and a  determination  of  full  disability  by  the
               Corporation;  provided  that in the event there is no  disability
               insurance then in force,  "disability"  shall mean incapacity due
               to  physical  or  mental  illness  which  will  have  caused  the
               Executive  to have been  unable to perform  his  duties  with the
               Corporation  on a full time basis for one  hundred  eighty  (180)
               consecutive calendar days.

          (E)  Notice of  Termination:  "Notice  of  Termination"  shall  mean a
               written notice,  communicated to the other parties hereto,  which
               shall  indicate  the  specific  termination  provisions  of  this
               Agreement  relied  upon and set forth in  reasonable  detail  the
               facts  and   circumstances   claimed   to  provide  a  basis  for
               termination of the Executive's employment under the provisions so
               indicated.

          (F)  Retirement:  "Retirement" shall mean termination of employment by
               the  Executive  in  accordance  with  the  Corporation's   normal
               retirement policy generally  applicable to its salaried employees
               in effect at the time of a Change of Control.
<PAGE>

         3.       Termination.

          (A)  General. If any of the events described in Section 2 constituting
               a Change in Control of the Corporation  shall have occurred,  the
               Executive shall be entitled to the benefits  described in Section
               4 upon the subsequent  termination of the Executive's  employment
               during the term of this Agreement, unless such termination is (a)
               because of the death or Disability of the  Executive,  (b) by the
               Corporation  for  Cause,  or (c) by the  Executive  other than on
               account of Constructive Termination (as hereinafter defined).

          (B)  If,  following a Change of Control,  the  Executive's  employment
               shall be terminated for Cause, the Corporation  shall pay him his
               salary  through the Date of  Termination at the rate in effect on
               the date of the Notice of Termination,  and the Corporation shall
               have no further obligations under this Agreement. If, following a
               Change of Control, the Executive's employment shall be terminated
               as a result of death or Disability, compensation to the Executive
               shall  be  made  pursuant  to  the  Corporation's  then  existing
               policies on death or Disability,  and the Corporation  shall have
               no further  obligations  under this  Agreement.  If,  following a
               Change of Control,  the  Executive's  employment is terminated by
               and at the request of the  Executive  as a result of  Retirement,
               compensation  to the  Executive  shall  be made  pursuant  to the
               Corporation's  normal retirement  policy generally  applicable to
               its salaried employees at the time of the Change of Control,  and
               the  Corporation  shall  have no further  obligations  under this
               Agreement.

          (C)  Constructive  Termination.  The  Executive  shall be  entitled to
               terminate his  employment  upon the  occurrence  of  Constructive
               Termination.  For  purposes  of  this  Agreement,   "Constructive
               Termination" shall mean, without the Executive's  express written
               consent,  the  occurrence,  after  a  Change  of  Control  of the
               Corporation, of any of the following circumstances:

          (1)  the  assignment  to  the  Executive  of any  duties  inconsistent
               (unless in the nature of a  promotion)  with the  position in the
               Corporation  that the  Executive  held  immediately  prior to the
               Change of Control of the  Corporation,  or a significant  adverse
               reduction  or   alteration   in  the  nature  or  status  of  the
               Executive's   position,   duties  or   responsibilities   or  the
               conditions  of the  Executive's  employment  from those in effect
               immediately prior to such Change of Control;

          (2)  a reduction in the Executive's  annual base salary,  as in effect
               immediately  prior to the Change of Control of the Corporation or
               as the  same  may be  adjusted  from  time to  time,  except  for
               across-the-board   salary  reductions   similarly  affecting  all
               management personnel of the Corporation;

          (3)  the Corporation  requires the Executive to be relocated  anywhere
               other than its offices in Muncie, Indiana;
<PAGE>

          (4)  the taking of any action to deprive the Executive of any material
               fringe  benefit  enjoyed  by him at the  time  of the  Change  of
               Control,  or the  failure to provide  him with the number of paid
               vacation  days to which he is  entitled  on the basis of years of
               service  with  the   Corporation   and  in  accordance  with  the
               Corporation's normal vacation policy in effect at the time of the
               Change of Control;

          (5)  the failure to continue to provide the  Executive  with  benefits
               substantially similar to those enjoyed by the Executive under any
               of  the  Corporation's  life  insurance,   medical,   health  and
               accident,   or  disability  plans  in  which  the  Executive  was
               participating  at  the  time  of the  Change  of  Control  of the
               Corporation,  or the taking of any action which would directly or
               indirectly materially reduce any of such benefits; or

          (6)  the failure of the  Corporation  to continue  this  Agreement  in
               effect, or to obtain a satisfactory  agreement from any successor
               to assume and agree to perform this Agreement, as contemplated in
               Section 5 hereof.

         4.       Compensation Upon Termination.

          Following a Change of Control,  if his  employment by the  Corporation
     shall be terminated by the Executive on account of Constructive Termination
     or  by  the  Corporation  other  than  for  Cause,  death,  Disability,  or
     Retirement  (by and at the request of the  Executive),  then the  Executive
     shall be entitled to the benefits provided below:

          (A)  No later than the fifth day  following  the Date of  Termination,
               the  Corporation  shall pay to the Executive his full base salary
               through  the Date of  Termination,  at the rate in  effect at the
               time Notice of  Termination  is given,  plus all other amounts to
               which the  Executive is entitled  under any  incentive,  bonus or
               other  compensation plan of the Corporation in effect at the time
               such payments are due;

          (B)  In lieu of any  further  salary  payments  to the  Executive  for
               periods subsequent to the Date of Termination,  no later than the
               fifth day  following  the Date of  Termination,  the  Corporation
               shall pay to the Executive a lump sum severance payment, in cash,
               equal to two (2.00) times the sum of (a) the  Executive's  annual
               base  salary  rate as in  effect  on the  date of the  Notice  of
               Termination,  and (b) the largest bonus received by the Executive
               during  the two  (2)  years  immediately  preceding  the  Date of
               Termination  under the  Corporation's  Management  Incentive Plan
               covering the Executive;

          (C)  During  the  period   beginning  with  the  Executive's  Date  of
               Termination  and  continuing  until the earlier of (a) the second
               anniversary  of such  Date  of  Termination,  or (b)  Executive's
               sixty-fifth  (65th)  birthday,  the Corporation  shall arrange to
               provide the Executive with life, disability,  accident and health
               insurance  benefits  substantially  similar  to those  which  the
               Executive  was  receiving  immediately  prior  to the  Notice  of
               Termination and shall pay the same percentage of the cost of such
               benefits as the Corporation was paying on the Executive's  behalf
               on the date of such Notice;
<PAGE>

          (D)  In  lieu  of   shares  of   common   stock  of  the   Corporation
               ("Corporation  Shares") issuable upon the exercise of outstanding
               options  ("Options"),  if any, granted to the Executive under any
               Corporation  stock option plan (which  Options shall be cancelled
               upon the making of the payment referred to below),  the Executive
               shall  receive an amount in cash equal to the  product of (a) the
               excess of the higher of the closing price of  Corporation  Shares
               as reported on the NASDAQ  National  Market System,  the American
               Stock Exchange or the New York Stock Exchange,  wherever  listed,
               on or nearest  the Date of  Termination  or the highest per share
               price for Corporation Shares actually paid in connection with any
               Change of Control of the Corporation, over the per share exercise
               price of each Option held by the  Executive  (whether or not then
               fully  exercisable),  times (b) the number of Corporation  Shares
               covered by each such Option;

          (E)  If the payments or benefits,  if any,  received or to be received
               by the Executive (whether under this Agreement or under any other
               plan,  arrangement,  or agreement  between the  Executive and the
               Corporation),  in connection  with  termination  or  Constructive
               Termination of the Executive's  employment  following a Change of
               Control,  constitute  an "excess  parachute  payment"  within the
               meaning of ss.280G of the  Internal  Revenue Code  ("Code"),  the
               Corporation  shall pay to the Executive,  no later than the fifth
               day following the Date of Termination,  an additional  amount (as
               determined by the Corporation's  independent public  accountants)
               equal to the excise tax, if any, imposed on the "excess parachute
               payment"  under ss.4999 of the Code;  provided,  however,  if the
               amount of such  excise  tax is finally  determined  to be more or
               less  than  the  amount  paid  to the  Executive  hereunder,  the
               Corporation (or the Executive if the finally determined amount is
               less than the  original  amount  paid)  shall pay the  difference
               between the amount  originally  paid and the  finally  determined
               amount to the other  party no later than the fifth day  following
               the date such final determination is made;

          (F)  The Corporation  shall pay to the Executive all reasonable  legal
               fees and expenses  incurred by the  Executive as a result of such
               termination  (including  all  such  fees  and  expenses,  if any,
               incurred in contesting or disputing  any such  termination  or in
               seeking to obtain or enforce  any right or  benefit  provided  by
               this  Agreement),  unless the  decision-maker  in any proceeding,
               contest, or dispute arising hereunder makes a formal finding that
               the  Executive  did not have a reasonable  basis for  instituting
               such proceeding, contest, or dispute;

          (G)  The  Corporation  shall  provide the  Executive  with  individual
               out-placement  services in accordance with the general custom and
               practice  generally  accorded to an executive of the  Executive's
               position.
<PAGE>

         5.       Successors; Binding Agreement.

          (A)  The  Corporation  shall require any successor  (whether direct or
               indirect, by purchase, merger, consolidation or otherwise) to all
               or  substantially  all  of  the  business  and/or  assets  of the
               Corporation  to  expressly  assume  and  agree  to  perform  this
               Agreement  in the same  manner  and to the same  extent  that the
               Corporation would be required to perform it if no such succession
               had taken  place.  Failure  of the  Corporation  to  obtain  such
               assumption and agreement prior to the  effectiveness  of any such
               succession  shall be a breach of this Agreement and shall entitle
               the Executive to  compensation  from the  Corporation in the same
               amount  and on the same  terms to which  the  Executive  would be
               entitled hereunder if the Executive  terminates his employment on
               account of Constructive Termination following a Change of Control
               of the Corporation,  except that for the purposes of implementing
               the  foregoing,  the date on which  any such  succession  becomes
               effective  shall be deemed  the Date of  Termination.  As used in
               this Agreement,  "the Corporation" shall mean the Corporation and
               any successor to its business  and/or  assets as aforesaid  which
               assumes and agrees to perform this Agreement, by operation of law
               or otherwise.

          (B)  This  Agreement  shall inure to the benefit of and be enforceable
               by the  Executive  and his  personal  or  legal  representatives,
               executors,   administrators,   successors,  heirs,  distributees,
               devisees  and  legatees.  If the  Executive  should die while any
               amount would still be payable to the Executive  hereunder had the
               Executive  continued to live, all such amounts,  unless otherwise
               provided  herein,  shall be paid in accordance  with the terms of
               this  Agreement to the devisee,  legatee or other designee or, if
               there is no such designee, to his estate.

         6.       Miscellaneous.

          No provision of this  Agreement may be modified,  waived or discharged
     unless such waiver,  modification  or discharge is agreed to in writing and
     signed by the Executive and such officer as may be specifically  designated
     by the  Corporation.  No waiver by either  party  hereto at the time of any
     breach by the other party hereto of, or compliance  with,  any condition or
     provision  of this  Agreement  to be performed by such other party shall be
     deemed a waiver of similar or  dissimilar  provisions  or conditions at the
     same or at any prior or subsequent  time. No agreement or  representations,
     oral or otherwise,  express or implied,  with respect to the subject matter
     hereof have been made by either party which are not  expressly set forth in
     this Agreement. The validity, interpretation,  construction and performance
     of this  Agreement  shall be  governed  by the laws of the State of Indiana
     without  regard to its  conflicts of law  principles.  All  references to a
     section of the  Exchange  Act or the Code shall be deemed  also to refer to
     any  successor  provisions  to such  section.  Any  payments  provided  for
     hereunder  shall be paid net of any applicable  withholding  required under
     federal,  state or local law.  The  obligations  of the  Corporation  under
     Section 4 shall survive the expiration of the term of this Agreement.
<PAGE>

         7.       Validity.

          The invalidity or  unenforceability of any provision of this Agreement
     shall not affect the validity or  enforceability  of any other provision of
     this Agreement, which shall remain in full force and effect.

         8.       Counterparts.

          This Agreement may be executed in several counterparts,  each of which
     shall  be  deemed  to be an  original,  but  all of  which  together  shall
     constitute one and the same instrument.

         9.       Arbitration.

          Any dispute or  controversy  arising under or in connection  with this
     Agreement shall be settled  exclusively by arbitration,  conducted before a
     panel of three (3)  arbitrators in Muncie,  Indiana in accordance  with the
     rules of the American Arbitration  Association then in effect. Judgment may
     be  entered on the  arbitrator's  award in any court  having  jurisdiction;
     provided,  however,  that the Executive  shall be entitled to seek specific
     performance  of his right to be paid until the Date of  Termination  during
     the pendency of any dispute or  controversy  arising under or in connection
     with this Agreement.


         10.      Entire Agreement.

          This Agreement  sets forth the entire  agreement of the parties hereto
     in respect of the subject matter  contained herein and supersedes all prior
     agreements,    promises,    covenants,    arrangements,     communications,
     representations  or  warranties,  whether oral or written,  by any officer,
     employee or representative of any party hereto;  and any prior agreement of
     the parties  hereto in respect of the subject  matter  contained  herein is
     hereby terminated and cancelled.

          IN WITNESS  WHEREOF,  the  Corporation has caused this Agreement to be
     executed by their duly authorized officers, and the Executive has hereunder
     subscribed his name, as of the day and year first above written.


"CORPORATION"                                      "EXECUTIVE"

FIRST MERCHANTS CORPORATION


By      /s/  Michael L. Cox                         By     /s/ Shawn Blackburn
             Michael L. Cox,                                   Shawn Blackburn
             President & Chief Executive Officer