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): March 20, 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   February  14,  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 March 6, 2006. The cash dividend was  distributed  along with a letter
to the  stockholders  on March 20,  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 March 20, 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: March 20, 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 March 20, 2006.


                                  Page 4 of 5
<PAGE>
                          First Merchants Corporation

                                  Exhibit 99.1

                   Stockholder Letter, dated March 20, 2006

March 20, 2006


Dear Shareholder:

The First Merchants Corporation Board of Directors has declared a quarterly cash
dividend of 23 cents per share to the  shareholders  of record on March 6, 2006,
payable March 20, 2006.

During the fourth quarter of 2005, we began  preparation  activities  that would
lead to the  merger of First  United  Bank in  Middletown,  Indiana  into  First
Merchants Bank  headquartered in Muncie.  This strategy was developed to resolve
overlapping  market issues and derive benefit from operating cost  efficiencies.
The  merger was  completed  and  effective  on January 1, 2006 and is going very
well.  The strength and efficiency of the newly combined bank are being embraced
by clients and employees of both organizations.

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

Enclosure

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