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): June 19, 2006

                         ------------------------------

                           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  April 13, 2006,  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 June 5, 2006.
The cash dividend was  distributed  along with a letter to the  stockholders  on
June 19, 2006.  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 June 19, 2006.


                                  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: June 19, 2006

                                        FIRST MERCHANTS CORPORATION
                                                (Registrant)

                                        By: /s/ Mark K. Hardwick
                                            ---------------------------
                                            Mark K. Hardwick,
                                            Executive Vice President and
                                            Chief Financial Officer
                                            (Principal Financial and
                                            Principal Accounting Officer)


                                  Page 3 of 5

<PAGE>


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

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

   99.1            Stockholder Letter dated June 19, 2006.


                                  Page 4 of 5
<PAGE>
                          First Merchants Corporation

                                  Exhibit 99.1

                     Stockholder Letter, dated June 19, 2006

June 19, 2006

Dear Shareholder:

The First Merchants Corporation Board of Directors has declared a quarterly cash
dividend of $0.23 per share to holders of record on June 5, 2006,  payable  June
19, 2006.

Our  results  for the  first  quarter  evidence  continued  growth  in loans and
deposits offset to some degree by the margin compression provided by an inverted
yield curve. Our focus is on a higher rate of customer  acquisition coupled with
superior  service to our existing  clients and active  management  of our credit
costs.  During the first quarter,  we completed the combining of First Merchants
Bank and First  United  Bank.  Our  employees  in  Middletown  deserve  positive
recognition by their diligent efforts around meeting our customers' needs.

Your 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  website,  www.firstmerchants.com,  and  invite you to avail
yourselves of this service.

Sincerely,




Michael L. Cox
President and Chief Executive Officer

MLC/ch

Enclosure