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): December 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 October 11, 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  December 6,
2005. The cash dividend was distributed  along with a letter to the stockholders
on December 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 December 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: December 20, 2005

                                        FIRST MERCHANTS CORPORATION
                                                (Registrant)

                                        By: /s/ Mark K. Hardwick
                                            ---------------------------
                                            Mark K. Hardwick,
                                            Executive Vice President


                                  Page 3 of 5

<PAGE>


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

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

   99.1            Stockholder Letter dated December 20, 2005.


                                  Page 4 of 5
<PAGE>
                          First Merchants Corporation

                                  Exhibit 99.1

                   Stockholder Letter, dated December 20, 2005


December 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  December  6,  2005,  payable
December 20, 2005.

We  announced  on November 3, 2005,  that Michael C. Rechin would be joining our
executive  staff as Executive Vice President and Chief Operating  Officer.  Mike
has an  extensive  banking  career  spanning  22  years  and most  recently  was
Executive Vice President of Corporate  Banking for National City Bank,  managing
its Indiana operations.  In his role as Chief Operating Officer, he will oversee
the activities of our nine banking affiliates located in Indiana and Ohio.

The Board of Directors  is pleased to provide  this  dividend to you, and we are
appreciative of your continued  support of our Corporation.  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, and invite you to avail yourselves of this service.

Sincerely,




Michael L. Cox
President and Chief Executive Officer

MLC/ch

Enclosure