U. S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 11-K


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

                  For the fiscal year ended December 31, 2003

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                         Commission file number 0-17071

A.  Full title of the plan and the address of the plan, if different from that
    of the Issuer named below:

                          First Merchants Corporation
                            Retirement Savings Plan

B.  Name of issuer of the securities held pursuant to the plan and the address
    of its principal office:

                          First Merchants Corporation
                            200 East Jackson Street
                             Muncie, Indiana 47305

<PAGE>


                           First Merchants Corporation
                             Retirement Savings Plan

                              EIN 35-1544218 PN 002


                  Accountants' Report and Financial Statements

                           December 31, 2003 and 2002







<PAGE>



                           First Merchants Corporation
                             Retirement Savings Plan

                           December 31, 2003 and 2002





Contents



    Independent Accountants' Report............................................1



    Financial Statements

        Statements of Net Assets Available for Benefits........................2

        Statements of Changes in Net Assets Available for Benefits.............3

        Notes to Financial Statements..........................................4



    Supplemental Schedules

        Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
          at End of Year......................................................11

        Schedule H, Line 4j - Schedule of Reportable Transactions.............12


    Exhibit

        Exhibit 23, Consent of Independent Accountants........................13

    Signature.................................................................14

<PAGE>

                         Independent Accountants' Report


Administrative Committee
First Merchants Corporation
   Retirement Savings Plan
Muncie, Indiana


We have audited the accompanying statements of net assets available for benefits
of First Merchants  Corporation  Retirement Savings Plan as of December 31, 2003
and 2002,  and the related  statements  of changes in net assets  available  for
benefits  for  the  years  then  ended.  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 auditing standards generally accepted
in the  United  States of  America.  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 financial  statements  referred to above present fairly, in
all material respects,  the net assets available for benefits of First Merchants
Corporation  Retirement  Savings Plan as of December 31, 2003 and 2002,  and the
changes in its net assets  available  for  benefits  for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.


The  accompanying  supplemental  schedules  are  presented  for the  purpose  of
additional  analysis  and  are  not a  required  part  of  the  basic  financial
statements,  but are  supplementary  information  required by the  Department of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income Security Act of 1974.  These  supplemental  schedules are the
responsibility of the Plan's  management.  The supplemental  schedules have been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our opinion,  are fairly stated,  in all material
respects, in relation to the basic financial statements taken as a whole.


[OBJECT OMITTED]

Indianapolis, Indiana
April 28, 2004

Federal Employer Identification Number:  44-0160260

                                                                        Page 1
<PAGE>


                           First Merchants Corporation
                             Retirement Savings Plan

                 Statements of Net Assets Available for Benefits
                           December 31, 2003 and 2002





Assets
                                                2003                 2002
                                          --------------------------------------
    Investments, at fair value

        Common stock                      $        619,177     $        397,275

        Mutual funds                            15,705,757           11,411,166

        Collective investment fund               1,222,302              988,210

        Money market funds                         433,587            1,012,993
                                           ---------------      ---------------

               Total investments                17,980,823           13,809,644

    Accrued income receivable                          353                4,906

    Cash                                             1,464               12,607
                                           ---------------      ---------------

Net Assets Available for Benefits         $     17,982,640     $     13,827,157
                                           ===============      ===============


                                                                        Page 2
<PAGE>

                           First Merchants Corporation
                             Retirement Savings Plan

           Statements of Changes in Net Assets Available for Benefits
                     Years Ended December 31, 2003 and 2002



<TABLE>
<CAPTION>
                                                                                 2003                 2002
                                                                         -------------------------------------------
<S>                                                                        <C>                  <C>
    Investment Income (Loss)

        Net appreciation (depreciation) in fair value of investments       $      2,725,365     $       (628,121)

        Interest and dividends                                                      335,636              199,247
                                                                            ---------------      ---------------
               Net investment income (loss)                                       3,061,001             (428,874)
                                                                            ---------------      ---------------
    Contributions

        Participants                                                              1,415,358            1,179,439

        Employer                                                                    220,350              182,857

        Rollovers                                                                    60,813              202,273

        Transfer from another plan                                                  413,545
                                                                            ---------------      ---------------
                                                                                  2,110,066            1,564,569
                                                                            ---------------      ---------------
               Total additions                                                    5,171,067            1,135,695
                                                                            ---------------      ---------------
    Deductions

        Benefits paid directly to participants                                    1,015,584              703,229

        Administrative expenses                                                                           24,484
                                                                            ---------------      ---------------
               Total deductions                                                   1,015,584              727,713
                                                                            ---------------      ---------------
    Net Increase                                                                  4,155,483              407,982

    Net Assets Available for Benefits, Beginning of Year                         13,827,157           13,419,175
                                                                            ---------------      ---------------
    Net Assets Available for Benefits, End of Year                         $     17,982,640     $     13,827,157
                                                                            ===============      ===============

</TABLE>



                                                                        Page 3

<PAGE>


                           First Merchants Corporation
                             Retirement Savings Plan

                          Notes to Financial Statements
                           December 31, 2003 and 2002





Note 1:  Description of Plan


        The following description of First Merchants Corporation Retirement
        Savings Plan (Plan) provides only general information. Participants
        should refer to the Plan Document and Summary Plan Description for a
        more complete description of the Plan's provisions, which are available
        from the plan administrator.

    General

        The Plan is a defined-contribution plan sponsored by First Merchants
        Corporation (Corporation) for the benefit of all employees who have
        completed one year of service and are age eighteen or older. As of July
        1, 2002, employees are eligible on their date of hire. It is subject to
        the provisions of the Employee Retirement Income Security Act of 1974
        (ERISA). First Merchants Bank, N.A. (Bank) was the trustee of the Plan.
        Effective January 1, 2003, the Corporation named Merchants Trust Company
        the trustee of the Plan. PrimeVest Financial Services is the custodian
        for a majority of the Plan's assets.

    Contributions

        The Plan permits eligible employees through a salary deferral election
        to have the Corporation make annual contributions of up to the
        limitations of the Economic Growth and Tax Relief Act of 2001 (EGTRRA).
        As discussed in Note 6, the Plan was amended during 2002 to provide for
        automatic enrollment and deferral of 3% of compensation upon a
        participant's date of hire unless they affirmatively elect to not
        participate or to contribute a different percentage to the Plan.
        Employee rollover contributions are also permitted. The Corporation
        makes matching contributions of its employees' salary deferral amounts
        of 25% of the first 5% of employees' eligible compensation.

    Participant Investment Account Options

        Investment account options available include various funds including a
        Corporation stock fund. Each participant has the option of directing his
        contributions into any of the separate investment accounts and,
        effective in 2002, may change the allocation daily.

    Participant Accounts

        Each participant's account is credited with the participant's
        contribution, the Corporation's contribution and plan earnings.
        Allocations of Plan earnings are based on participant account balances,
        as defined. The benefits to which a participant is entitled is the
        benefit that can be provided from the participant's vested account.

                                                                        Page 4
<PAGE>

                           First Merchants Corporation
                             Retirement Savings Plan

                          Notes to Financial Statements
                           December 31, 2003 and 2002






    Vesting

        Participants are immediately vested in their voluntary contributions and
        rollover contribution accounts plus earnings thereon. Vesting in the
        Corporation's contribution portion of their accounts plus earnings
        thereon is based on years of continuous service. A participant is fully
        vested after five years of credited service. The nonvested balance is
        forfeited upon termination of service. Forefeitures are used to reduce
        the Corporation's contribution.

    Payment of Benefits

        Upon termination of service, participants may elect to receive a
        lump-sum amount or installments equal to the value of their accounts.
        Withdrawals other than for termination are permitted under circumstances
        provided by the Plan.

    Plan Termination

        Although it has not expressed any intent to do so, the Corporation has
        the right under the Plan to discontinue its contributions at any time
        and to terminate the Plan subject to the provisions of ERISA. In the
        event of Plan termination, participants will become 100% vested in their
        accounts.


Note 2: Summary of Significant Accounting Policies

    Method of Accounting

        The accompanying financial statements are prepared on the accrual method
        of accounting.

    Use of Estimates

        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States of America requires
        management to make estimates and assumptions that affect the reported
        amounts of net assets and changes in net assets available for benefits.
        Actual results could differ from those estimates.

                                                                        Page 5
<PAGE>

                           First Merchants Corporation
                             Retirement Savings Plan

                          Notes to Financial Statements
                           December 31, 2003 and 2002






    Valuation of Investments and Income Recognition

        Quoted market prices, if available, are used to value investments. The
        Federated Capital Preservation Fund is carried at contract value. Money
        market funds are valued at cost, which approximates market. Investment
        in the Corporation's unrestricted common stock is valued at the quoted
        market price.


        Purchases and sales of securities are recorded on a trade-date basis.
        Interest income is recorded on the accrual basis.

    Plan Tax Status

        The Plan obtained its latest determination letter in September 2001, in
        which the Internal Revenue Service stated that the Plan and related
        trust, as then designed, were in compliance with the applicable
        requirements of the Internal Revenue Code and therefore not subject to
        tax. The Plan has been amended since receiving the determination letter.
        However, the Plan administrator believes that the Plan and related trust
        are currently designed and being operated in compliance with the
        applicable requirements of the Internal Revenue Code.

    Payment of Benefits

        Benefit payments to participants are recorded upon distribution.

    Administrative Expenses

        Administrative expenses may be paid by the Corporation or the Plan, at
        the Corporation's discretion.

    Reclassifications

        Certain reclassifications have been made to the 2002 financial statement
        to conform to the 2003 financial statement presentation. These
        reclassifications had no effect on the change in net assets available
        for benefits.

                                                                        Page 6
<PAGE>

                           First Merchants Corporation
                             Retirement Savings Plan

                          Notes to Financial Statements
                           December 31, 2003 and 2002





Note 3:  Investments


        At December 31, 2003, the Plan's investments are held by PrimeVest
        Financial Services, Inc. and the Corporation. The investment contract
        included in Plan assets may be subject to withdrawal charges upon
        contract termination. Crediting interest rates on the guaranteed
        interest portion of the investment contract are determined by the
        issuer. The Plan's investments (including investments bought, sold, and
        held during the year) appreciated (depreciated) in fair value as
        follows:

<TABLE>
<CAPTION>
                                                                                            2003

                                                                                  Net
                                                                             Appreciation          Fair Value
                                                                             in Fair Value           at End
                                                                              During Year            of Year
                                                                         -------------------------------------------
<S>                                                                        <C>                  <C>
           Investments at estimated fair value as determined by quoted
              prices in an active market

               Common stock                                                $         76,195     $        619,177

               Mutual funds                                                       2,649,170           15,705,757

           Investments at contract value

               Federated Capital Preservation Fund                                                     1,222,302

           Investments at cost, which approximates market

               Money market funds                                                                        433,587
                                                                            ---------------      ---------------
                                                                           $      2,725,365     $     17,980,823
                                                                            ===============      ===============



                                                                                            2002
                                                                                  Net
                                                                             Appreciation
                                                                            (Depreciation)         Fair Value
                                                                             in Fair Value           at End
                                                                              During Year            of Year
                                                                         -------------------------------------------

           Investments at estimated fair value as determined by quoted
              prices in an active market

               Common stock                                                $        (14,413)    $        397,275

               Mutual funds                                                         137,222           11,411,166

           Investments at cost, which approximates market

               Money market funds                                                                      1,012,993

           Investments at contract value

               Federated Capital Preservation Fund                                                       988,210

           Investments at estimated fair value and cost which
              approximates market

               Collective investment funds                                         (750,930)
                                                                            ---------------      ---------------
                                                                           $       (628,121)    $     13,809,644
                                                                            ===============      ===============

</TABLE>
                                                                        Page 7
<PAGE>

                           First Merchants Corporation
                             Retirement Savings Plan

                          Notes to Financial Statements
                           December 31, 2003 and 2002




        Interest and dividends realized on the Plan's investments for the years
        ended 2003 and 2002 were $335,636 and $199,247, respectively.


        Information on the Federated Capital Preservation Fund carried at
        contract value is as follows:

<TABLE>
<CAPTION>
                                                                                   2003                2002
                                                                           -----------------------------------------
<S>                                                                          <C>                 <C>
           Average yield                                                                4.50%               5.27%

           Crediting interest rate at December 31                                       4.02%               4.99%

           Fair value                                                        $      1,262,000    $      1,047,000



        The fair values of individual investments that represented 5% or more of
        the Plan's assets were as follows:

                                                                                   2003                2002
                                                                           -----------------------------------------

           Federated Prime Cash Obligations Fund                             $                   $      1,012,993

           American Funds Amcap Fund                                                3,037,555           2,012,478

           American Century Equity Income Fund                                      1,394,376             811,342

           Federated Capital Preservation Fund                                      1,222,302             988,210

           Franklin Short-Intermediate U. S. Government Securities Fund             1,146,707           1,016,651

           MFS Value Fund                                                           2,565,200           1,861,145

           PIMCO Total Return Fund                                                  1,892,358           1,754,784

           Oppenheimer Main Street Income and Growth Fund                           1,337,599             982,942

           Oppenheimer Small Cap. Value Fund                                          989,621             713,842



Note 4:  Nonparticipant-directed Investments

        Information about the net assets and the significant components of the
        changes in net assets relating to the nonparticipant-directed
        investments, is as follows:

                                                                                   2003                2002
                                                                            ----------------------------------------
           Net Assets

               Federated Prime Cash Obligations                               $                  $
                                                                               ---------------    ---------------

                                                                              $              0   $              0
                                                                               ===============    ===============



                                                                                   2003                2002
                                                                            ----------------------------------------


           Transfers in                                                       $        713,074   $     12,337,615

           Transfers out                                                              (713,074)       (12,337,615)
                                                                               ---------------    ---------------


                                                                              $              0   $              0
                                                                               ===============    ===============
</TABLE>

                                                                        Page 8
<PAGE>


                           First Merchants Corporation
                             Retirement Savings Plan

                          Notes to Financial Statements
                           December 31, 2003 and 2002





Note 5:  Party-in-Interest Transactions


        Party-in-interest transactions include those with fiduciaries or
        employees of the Plan, any person who provides services to the Plan, an
        employer whose employees are covered by the Plan, an employee
        organization whose members are covered by the Plan, a person who owns 50
        percent or more of such an employer or employee association, or
        relatives of such persons.


        The Plan invested in First Merchants Bank, N.A. Temporary Fund II,
        Intermediate Growth Fund for Tax Exempt Account Intermediate Term Income
        Fund for Tax Exempt Accounts through July 2002. The Plan continues to
        invest in First Merchants Corporation common stock.


        Activity at fair value was as follows:


                                                    First Merchants
                                                      Corporation
                                                         Common
                                                         Stock
                                                  ---------------------


           Balance, January 1, 2002                   $     134,872

               Changes                                      262,403
                                                       ------------

           Balance, December 31, 2002                       397,275

               Changes                                      221,902
                                                       ------------

           Balance, December 31, 2003                 $     619,177
                                                       ============



        The Corporation provides certain administrative services at no cost to
        the Plan. Fees for certain trust and administrative services provided by
        the trustee were paid by the Plan through July 2002 and were $24,484.
        The trustee no longer charges the Plan administrative fees.


Note 6:  Plan Amendments

        Effective January 1, 2002, the Plan was amended to provide participants
        the opportunity to increase their contributions in accordance with the
        Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA).

        Effective July 1, 2002, the Plan was amended to automatically enroll
        employees in the Plan as of their date of hire unless they affirmatively
        elect not to participate. Also, on July 1, 2002, the Plan was converted
        from a quarterly to a daily valuation. As part of the conversion, all of
        the previous fund options were replaced.

        In September 2003, employees of Frances Slocum Bank (Frances Slocum Bank
        & Trust Company Profit Sharing Plan) were added to the Plan, and assets
        of $413,545 were transferred into the Plan.

                                                                        Page 9
<PAGE>





                             Supplemental Schedules





                                                                        Page 10
<PAGE>


                           First Merchants Corporation
                             Retirement Savings Plan

      Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
                                 at End of Year
                                December 31, 2003
           Employer Identification Number: 35-1544218 Plan Number: 002



<TABLE>
<CAPTION>

  (a)                     (b)                                                (c)                       (e)
                    Identity of Issue,                           Description of Investment
                   Borrower, Lessor, or                               Including Par or               Current
                     Similar Party                                     Maturity Value                 Value
--------------------------------------------------------------------------------------------------------------------
<S>       <C>                                                     <C>                            <C>
          Common Stock

              *First Merchants Corporation                                 24,271 shares         $        619,177
                                                                                                  ---------------


          Mutual Funds

              AIM Small Cap. Equity Fund                                   31,661 shares                  380,881

              American Funds Amcap. Fund                                  180,270 shares                3,037,555

              American Century Equity Income Fund                         179,226 shares                1,394,376

              American High Income Trust Fund                              21,531 shares                  265,479

              Federated Max-Cap Index Fund                                 26,730 shares                  599,030

              Fidelity Advisor International Capital
                Appreciation Fund                                           4,469 shares                   68,282

              Franklin Short-Intermediate U. S. Government
                Securities Fund                                           110,366 shares                1,146,707

              Franklin Templeton Foreign Fund                              18,877 shares                  200,856

              MFS Value Fund                                              126,116 shares                2,565,200

              MFS Mid-Cap. Growth Fund                                     71,432 shares                  557,889

              Oppenheimer Main Street Income and Growth Fund               40,780 shares                1,337,599

              Oppenheimer Small Cap. Value Fund                            36,652 shares                  989,621

              PIMCO Foreign Bond Fund                                       7,421 shares                   77,109

              PIMCO Total Return Fund                                     176,691 shares                1,892,358

              Putnam Capital Opportunities Fund                            35,158 shares                  356,858

              Putnam International Voyager Fund                            11,584 shares                  218,944

              Putnam Small Cap. Growth Fund                                32,855 shares                  617,013
                                                                                                  ---------------

                                                                                                       15,705,757
          Collective Investment Fund

              Federated Capital Preservation Fund                         122,230 shares                1,222,302
                                                                                                  ---------------
          Money Market Fund

              Federated Prime Cash Obligations Fund                       433,587 shares                  433,587
                                                                                                  ---------------


                                                                                                 $     17,980,823


*Party-in-interest
</TABLE>
                                                                        Page 11
<PAGE>

                           First Merchants Corporation
                             Retirement Savings Plan

            Schedule H, Line 4j - Schedule of Reportable Transactions
       (Transactions in Excess of 5% of Plan Assets at Beginning of Year)
                          Year Ended December 31, 2003
           Employer Identification Number: 35-1544218 Plan Number: 002


<TABLE>
<CAPTION>

       (a)                       (b)          (c)             (d)        (e)         (f)           (g)           (h)         (i)
                                                                                                            Current Value
                                                                                  Expenses                   of Asset on
Identity of Party      Description of       Purchase        Selling     Lease   Incurred With    Cost of     Transaction   Net Gain
     Involved                   Assets       Price           Price      Rental   Transaction      Asset         Date      or (Loss)
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                   <C>             <C>           <C>     <C>            <C>          <C>           <C>
      Issuer        Federated Prime Cash
                       Obligations Fund

                        Purchases         $ 133,668                                            $ 133,668   $ 133,668

                        Sales                             $ 713,074                              713,074     713,074      $


</TABLE>
                                                                        Page 12
<PAGE>

                                   Exhibit 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the  incorporation by reference in the  Registration  Statement of
First  Merchants  Corporation on Form S-8 (File Number  333-50484) of our report
dated  April  28,  2004,  of our  audit  on the  financial  statements  of First
Merchants  Corporation  Retirement  Savings Plan for the year ended December 31,
2003, which report is included in its Annual Report on Form 11-K.




BKD, LLP

Indianapolis, Indiana
June 28, 2004


                                                                        Page 13
<PAGE>

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the Plan
Administrator  has duly caused this annual  report to be signed on its behalf by
the undersigned hereunto duly authorized.

        Date: 06/28/04    By: /s/ Kimberly J. Ellington
              --------        -------------------------
                                  Kimberly J. Ellington
                                  First Merchants Corporation
                                  Retirement Savings Plan




                                                                        Page 14