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): September 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  August 9, 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 September 6,
2005. The cash dividend was distributed  along with a letter to the stockholders
on September 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 September 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: September 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 September 20, 2005.


                                  Page 4 of 5
<PAGE>
                          First Merchants Corporation

                                  Exhibit 99.1

                    Stockholder Letter, dated September 20, 2005

September 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  September  6,  2005,  payable
September 20, 2005.

We  recently   announced  the  planned  relocation  of  the  Corporation's  Data
Processing and Information  Technology  Center. Our new facility will be located
at Heartland  Crossing in  Daleville,  Indiana,  in a newly  remodeled  facility
offering  expanded  space and future  growth  opportunities.  Our existing  Data
Center, located in Muncie, Indiana, will be retained as a disaster recovery site
for the  Corporation.  These two  facilities are located on separate power grids
permitting the  opportunity to implement  this strategy.

Business  continues to proceed near our Strategic  Plan for the year, and we are
optimistic that 2005 will produce encouraging results.

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