UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

                         Commission file number 0-17071


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

           Indiana                                          35-1544218
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

          200 East Jackson
           Muncie, Indiana                                  47305-2814
(Address of principal executive offices)                    (Zip Code)

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

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

                Common Stock, $.125 stated value per share
                             (Title of class)

Indicate by check mark whether the  registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act). Yes [X] No[ ]

The aggregate market value (not  necessarily a reliable  indication of the price
at which more than a limited  number of shares  would trade) of the voting stock
held  by  non-affiliates  of the  registrant  was  $479,658,139  as of the  last
business day of the registrant's  most recently  completed second fiscal quarter
(June 30, 2004).

As of March 9, 2005 there were 18,543,441 outstanding common shares, without par
value, of the registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                                   Part of Form 10-K
    Documents                                   Into Which Incorporated

Portions of the Registrant's Annual         Part I (Item 1)
Report to Shareholders for the year
ended December 31, 2004                     Part II (Items 5, 6, 7, 7A, and 8)

Portions of the Registrant's                Part III (Items 10 through 14)
Definitive Proxy Statement for
Annual Meeting of Shareholders
to be held April 14, 2005

<PAGE>

                           FIRST MERCHANTS CORPORATION
                                200 EAST JACKSON
                           MUNCIE, INDIANA 47305-2814


The  undersigned   registrant  hereby  amends  the  following  items,  financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 2004:

      Exhibits:

         23     Consent of independent registered accounting firm

         28     Annual report on Form 11-K for First Merchants Corporation
                Employee Stock Purchase Plan (1999) and report of Plan's
                independent public accountants with respect to the financial
                statements

The above amendments are being filed to include the information required by Form
11-K.


                                         FIRST MERCHANTS CORPORATION
                                          (Registrant)


                                         By /s/Mark K. Hardwick
                                         ___________________________
                                         Mark K. Hardwick
                                         Chief Financial Officer

Date:  October 26, 2005



<PAGE>

                                   EXHIBIT 23


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8 (File Number  33-28900) of our report dated  September 1, 2005,  on the
audit of the financial statements of First Merchants  Corporation Employee Stock
Purchase Plan (2004) for the three year period ended June 30, 2005.


[OBJECT OMITTED]

BKD, LLP
Indianapolis, Indiana
                                        October 24, 2005

<PAGE>
                                   EXHIBIT 28





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K


                   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934





                     For the fiscal year ended June 30, 2005





                           FIRST MERCHANTS CORPORATION
                       EMPLOYEE STOCK PURCHASE PLAN (2004)
                            (Full title of the plan)





                           FIRST MERCHANTS CORPORATION
          (Name of issuer of the securities held pursuant to the plan)





                             200 East Jackson Street
                              Muncie, Indiana 47305
                     (Address of principal executive office)






<PAGE>

             Report of Independent Registered Public Accounting Firm


Compensation Committee of the
    Board of Directors
First Merchants Corporation
Muncie, Indiana


We have audited the accompanying  statements of financial condition of the First
Merchants  Corporation  Employee Stock Purchase Plan (2004) (formerly,  the 1999
Plan) as of June 30,  2005 and 2004,  and the related  statements  of income and
changes in plan equity for each of the three years in the period  ended June 30,
2005.  These  financial   statements  are  the   responsibility  of  the  Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.


We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.


In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of the First Merchants
Corporation Employee Stock Purchase Plan (2004) (formerly,  the 1999 Plan) as of
June 30, 2005 and 2004,  and the results of its operations for each of the three
years  in the  period  ended  June  30,  2005,  in  conformity  with  accounting
principles generally accepted in the United States of America.


BKD, LLP


Indianapolis, Indiana
September 1, 2005


<PAGE>
                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)

                        Statements of Financial Condition
                             June 30, 2005 and 2004


<TABLE>
<CAPTION>
Assets

                                                                                     2005               2004
                                                                             ----------------------------------------
<S>                                                                            <C>                 <C>

      Investments - interest-bearing deposits                                  $        918,138    $        907,998


  Plan Equity                                                                  $        918,138    $        907,998


</TABLE>

See Notes to Financial Statements
<PAGE>

                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)

                 Statements of Income and Changes in Plan Equity
                    Years Ended June 30, 2005, 2004 and 2003

<TABLE>
<CAPTION>
                                                                 2005                2004               2003
                                                          -----------------------------------------------------------
<S>                                                         <C>                <C>                 <C>

      Investment income - interest                          $         10,727   $         10,352    $          7,646

      Participant contributions                                      993,138            956,912             888,315

                                                                   1,003,865            967,264             895,961


      Withdrawals and terminations paid in cash                       91,101             63,930              72,424

      Purchase and distribution of stock                             902,624            819,656             658,467

                                                                     993,725            883,586             730,891


      Income and changes in Plan equity for the year                  10,140             83,678             165,070


      Plan equity at beginning of year                               907,998            824,320             659,250


      Plan equity at end of year                            $        918,138   $        907,998    $        824,320


</TABLE>

See Notes to Financial Statements
<PAGE>
                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)

                          Notes to Financial Statements
                             June 30, 2005 and 2004



Note 1:  Summary of Significant Accounting Policies


     Organization - The  Plan  was  originally adopted by the Board of Directors
     of  First  Merchants  Corporation   (Corporation)  in  February  1989,  and
     commenced  operations in July 1989.  Effective  July 1, 1994,  the Plan was
     amended by the  adoption of the 1994  Employee  Stock  Purchase  Plan (1994
     Plan),  and  effective  July 1, 1999,  amended again by the adoption of the
     1999 Employee Stock Purchase Plan (1999 Plan). The 1999 Plan was adopted by
     the Board of Directors of the  Corporation in February 1999 and approved by
     Corporation  stockholders in April 1999. In December 2003, the Compensation
     Committee of the Board of  Directors  approved a new Plan that was approved
     by Corporation  stockholders  in April 2004 to be effective July 1, 2004. A
     total  of  400,000  shares  of the  Corporation's  common  stock  are to be
     reserved for issuance pursuant to the 2004 Plan. The purpose of the Plan is
     to  provide  eligible   employees  of  the  Corporation  and  participating
     subsidiaries the opportunity to purchase  Corporation  common stock through
     annual offerings financed by payroll deductions.


     Investments,  consisting  of  interest-bearing   deposit   accounts   at  a
     subsidiary  of the  Corporation,  are  carried at cost  which  approximates
     current value.



Note 2:  General Information


     The  Plan  provides  for  the  purchase  of  up to  400,000  shares of  the
     Corporation's  common stock by eligible employees through a maximum of five
     offerings  of  twelve  month  durations.  Prior  to each  offering  period,
     eligible  employees  elect to have up to 20 percent  of their  compensation
     deducted from their pay and accumulated with interest until the end of that
     offering period, but not to exceed $25,000 per offering period.


     At the  end of each  offering  period,  the balance of  each  participant's
     payroll  deduction account is applied to the purchase of the largest number
     of full shares of the  Corporation's  common stock  possible.  The price at
     which the shares are deemed to have been  purchased  is  determined  by the
     Compensation Committee of the Corporation and is equal to 85 percent of the
     lesser of the fair market  value of the  Corporation's  common stock at the
     beginning  or at the end of that  offering  period.  Shares to be purchased
     under the Plan may be obtained by the  Corporation  from its authorized but
     previously  unissued shares,  from open market transactions or from private
     sources.


     In  July  2005  and 2004, the  Corporation  issued 43,238 and 45,267 shares
     of its common stock for the offering  period ended June 30,  2005 and 2004,
     at $21.12 and $19.94 per share.


     At June 30, 2005 and 2004, the Plan had 463 and 478 participants.



<PAGE>
                           First Merchants Corporation
                       Employee Stock Purchase Plan (2004)

                          Notes to Financial Statements
                             June 30, 2005 and 2004





Note 3:  Income  Tax  Status

     The Plan is not and will  not be  qualified  under Section 401(a) of the
     Internal Revenue Code of 1986, as amended (Code). The
     Plan is  intended  to  qualify as an  employee  stock  purchase  plan under
     Section 423 of the Code. Consequently,  the difference between the purchase
     price and the fair market  value of the stock  purchased  under the Plan is
     not  includable in the  participant's  gross income for federal  income tax
     purposes, unless a disqualifying distribution occurs.