UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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): February 13, 2004

                           FIRST MERCHANTS CORPORATION

             (Exact name of registrant as specified in its charter)

                                     INDIANA

                 (State or other jurisdiction of incorporation)

0-17071                                                  35-1544218
(Commission File Number)                       (IRS Employer Identification No.)

200 East Jackson Street
P.O. Box 792
Muncie, Indiana                                          47305-2814
(Address of principal executive offices)                 (Zip Code)

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


<PAGE>



Item 5.           Other Events and Regulation FD Disclosure.

         On  February  10, 2004  the  Board  of  Directors  of  First  Merchants
Corporation declared a first quarter cash dividend of $0.23 per share to be paid
to shareholders on March 19, 2004. Record date for the dividend will be March 5,
2004. The press release  issued by First  Merchants  Corporation  announcing the
cash  dividend  is  attached  as  Exhibit  99.1 and is  incorporated  herein  by
reference.

Item 7.           Financial Statements and Exhibits.

                           (a)     Not Applicable.

                           (b)     Not Applicable.

                           (c)     (99.1) Press Release dated February 13, 2004.




                                   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.


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


Dated:  February 13, 2004

<PAGE>
                                 EXHIBIT INDEX
                                 -------------

Exhibit No.
-----------
    99.1                Description
                        -----------
                        Press Release, dated February 13, 2004, issued by
                        First Merchants Corporation.



<PAGE>
                          First Merchants Corporation

                                 Exhibit No. 99.1

                      Press Release, dated February 13, 2004

N / E / W / S     R / E / L / E / A / S / E

February 13, 2004

FOR IMMEDIATE RELEASE
For more information, contact:
Mark K. Hardwick, Senior Vice President/Chief Financial Officer, 765-751-1857
http://firstmerchants.com

SOURCE: First Merchants Corporation, Muncie, Indiana

FIRST MERCHANTS CORPORATION ANNOUNCES CASH DIVIDEND

First Merchants Corporation announced the following action taken by its Board of
Directors on February 10, 2004. The Board declared a first quarter cash dividend
of $0.23 per share to be paid to shareholders on March 19, 2004. Record date for
the dividend will be March 5, 2004.

First  Merchants  Corporation is a financial  holding company  headquartered  in
Muncie,  Indiana.  Subsidiaries of the Corporation include First Merchants Bank,
NA, Madison  Community Bank,  First United Bank, Union County National Bank, The
Randolph County Bank, First National Bank, Decatur Bank & Trust Company, Frances
Slocum  Bank,  Lafayette  Bank &  Trust  Company,  Commerce  National  Bank  and
Merchants Trust Company. The Corporation also operates First Merchants Insurance
Services,  a full-service  property  casualty,  personal  lines,  and healthcare
insurance agency,  headquartered in Muncie, Indiana, and is a majority member of
Indiana Title Insurance Company, LLC, a title insurance agency.

First Merchants  Corporation's  common stock is traded  over-the-counter  on the
NASDAQ  National Market System under the symbol FRME and is rated A+ by Standard
& Poor's  Corporation.  Quotations  are carried in daily  newspapers  and can be
found on the company's Internet web page (http:/www.firstmerchants.com).

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