UNITED STATES

                       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, 2005

                                       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 Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                              EIN 35-1544218 PN 002

                  Accountants' Report and Financial Statements
                           December 31, 2005 and 2004



<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                           December 31, 2005 and 2004

<TABLE>
<CAPTION>

Contents

<S>                                                                                                             <C>


    Report of Independent Registered Public Accounting Firm.......................................................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 Schedule

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

    Exhibit

        Exhibit 23, Consent of Independent Registered Public Accounting Firm.....................................12

    Signature....................................................................................................13
</TABLE>

<PAGE>

        [GRAPHIC OMITTED][GRAPHIC OMITTED]


             Report of Independent Registered Public Accounting Firm


Administrative Committee
First Merchants Corporation Retirement Income and Savings Plan
(f/k/a 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 Income and Savings Plan (f/k/a First
Merchants  Corporation  Retirement  Savings Plan) (Plan) as of December 31, 2005
and 2004,  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 the Plan as of
December  31,  2005 and 2004,  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  schedule  is  presented  for  the  purpose  of
additional  analysis  and  is  not  a  required  part  of  the  basic  financial
statements,  but is  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.  This  supplemental  schedule  is the
responsibility  of the Plan's  management.  The  supplemental  schedule has been
subjected  to the  auditing  procedures  applied  in  the  audits  of the  basic
financial  statements  and, in our opinion,  is fairly  stated,  in all material
respects, in relation to the basic financial statements taken as a whole.


      [GRAPHIC OMITTED][GRAPHIC OMITTED]

/s/BKD, LLP

Indianapolis, Indiana
April 26, 2006


Federal Employer Identification Number:  44-0160260


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                 Statements of Net Assets Available for Benefits
                           December 31, 2005 and 2004


<TABLE>
<CAPTION>
Assets

                                                                                 2005                 2004
                                                                         -------------------------------------------
<S>                                                                        <C>                  <C>
    Investments
        Common stock                                                       $      1,073,188     $      1,030,460
        Mutual funds                                                             32,548,714           19,364,358
        Collective investment fund                                                2,125,941            1,189,461
        Money market funds                                                        1,179,757              513,096
        Participant loans                                                           254,981                    -
                                                                         ------------------     ----------------
               Total investments                                                 37,182,581           22,097,375
                                                                         ------------------     ----------------
    Receivables
        Accrued income                                                                    -                9,924
        Employer contributions                                                    1,108,481                    -
        Participant contributions                                                   108,047                    -
                                                                         ------------------     ----------------
               Total receivables                                                  1,216,528                9,924
                                                                         ------------------     ----------------
    Cash                                                                                324               60,744
                                                                         ------------------     ----------------
               Total assets                                                      38,399,433           22,168,043

Liabilities

    Excess contributions refundable                                                   6,224               15,042
                                                                         ------------------     ----------------
Net Assets Available for Benefits                                          $     38,393,209     $     22,153,001
                                                                         ==================     ================

</TABLE>

See Notes to Financial Statements                                              2


<PAGE>


                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

           Statements of Changes in Net Assets Available for Benefits
                     Years Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>

                                                                                 2005                 2004
                                                                         -------------------------------------------
<S>                                                                        <C>                  <C>
    Investment Income
        Net appreciation in fair value of investments                      $        605,869     $      1,701,917
        Interest and dividends                                                    1,650,407              627,209
                                                                         ------------------     ----------------
               Net investment income                                              2,256,276            2,329,126
                                                                         ------------------     ----------------
    Contributions
        Participants                                                              2,458,499            1,554,532
        Employer                                                                  1,846,810              241,128
        Rollovers                                                                 1,111,492              754,966
        Transfer from other plans                                                10,502,523              220,791
                                                                         ------------------     ----------------
                                                                                 15,919,324            2,771,417
                                                                         ------------------     ----------------

               Total additions                                                   18,175,600            5,100,543

    Deductions - benefits paid to participants                                    1,935,392              930,182
                                                                         ------------------     ----------------
    Net Increase                                                                 16,240,208            4,170,361

    Net Assets Available for Benefits, Beginning of Year                         22,153,001           17,982,640
                                                                         ------------------     ----------------
    Net Assets Available for Benefits, End of Year                         $     38,393,209     $     22,153,001
                                                                         ==================     ================
</TABLE>
See Notes to Financial Statements                                              3


<PAGE>


                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                          Notes to Financial Statements
                           December 31, 2005 and 2004


Note 1:  Description of Plan


The following description of First Merchants  Corporation  Retirement Income and
Savings Plan (f/k/a 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 are age 18 or older.  It is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).  Merchants  Trust Company is the trustee and  recordkeeper of the Plan.
PrimeVest  Financial  Services  was the  custodian  for a majority of the Plan's
assets  during  1995.  In November  2005,  the assets were moved to Mid Atlantic
Capital  Corporation  who is now 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 75% of eligible  compensation
up to the  maximum  allowed by law.  Employee  rollover  contributions  are also
permitted.


Prior to March 1, 2005,  the  Corporation  made  matching  contributions  of its
employees' salary deferral amounts of 25% of the first 5% of employees' eligible
compensation for all participating employees.  After March 1, 2005, the matching
contribution  described above is the only type of employer  contribution granted
to grandfathered participants who are at least age 55 and credited with at least
ten years of service at February 28, 2005.  The remaining  participants  receive
the following three different types of employer  contributions.  The Corporation
contributions are as follows:


   o   Retirement security contributions:  range from 2% of pay to 7% of pay
       based on years of service.  The participant must have 1,000 hours of
       service and be employed at the end of the plan year


   o   Matching contributions:  50% of the first 6% of employees' eligible
       compensation for all participating employees.


   o   Transition contributions:  3% of eligible compensation for all
       participants who are at least age 45, credited with at least ten years of
       service at February 28, 2005 and were participating in the Corporation's
       defined-benefit plan at February 28, 2005.  The participant must have
       1,000 hours of service and be employed at the end of the plan year.
       This contribution will only be applicable through the 2009 Plan year.

                                                                               4
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                          Notes to Financial Statements
                           December 31, 2005 and 2004


The entry date for retirement security and transition  contributions is March 1,
2005 and each subsequent  January 1. Catch-up  contributions  are also available
participants  after they reach 50 years of age before the end of the  applicable
year.  Prior to March 1, 2005,  Corporation  profit-sharing  contributions  were
discretionary as determined by the Corporation's Board of Directors.


The Plan  document  also  includes  an  automatic  deferral  feature  whereby  a
participant is treated as electing to defer 3% of eligible  compensation  unless
the  participant  made an  affirmative  election  otherwise.  Contributions  are
subject to certain limitations.


    Participant Investment Account Options


Investment   account  options   available  include  various  funds  including  a
Corporation  common stock fund. Each participant has the option of directing his
contributions  into any of the separate  investment  accounts and may change the
allocation daily. Allocations to the Corporation common stock fund are generally
limited to 25% of the applicable account balance.


    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.


    Vesting


Participants  are  immediately  vested  in  their  voluntary  contributions  and
rollover   contribution   accounts  plus  earnings   thereon.   Vesting  in  the
Corporation's  matching  contribution  portion of their  accounts  plus earnings
thereon is based on years of continuous  service.  A participant is fully vested
in the  matching  contribution  portion  of their  account  after  five years of
credited service.  Effective March 1, 2005,  vesting in the retirement  security
contribution  portion of their account plus earnings is 100% after five years of
service. Effective March 1, 2005, vesting in the transition contribution portion
of their account plus earnings is immediate since all eligible participants have
at least  ten  years  of  service.  The  nonvested  balance  is  forfeited  upon
termination  of  service.  Forefeitures  are used to  reduce  the  Corporation's
contribution or to pay reasonable administrative expenses of the Plan.


    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.

                                                                               5
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                          Notes to Financial Statements
                           December 31, 2005 and 2004


    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.


    Valuation of Investments and Income Recognition


Quoted market prices, if available,  are used to value investments.  Participant
loans and 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.


The guaranteed  investment  contract,  Federated Capital  Preservation  Fund, is
valued at contract value. Contract value represents contributions made under the
contract,  plus interest at the contract rate, less funds used to pay retirement
benefits.


    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 and
restated  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.

                                                                               6
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                          Notes to Financial Statements
                           December 31, 2005 and 2004


    Payment of Benefits


Benefit payments to participants are recorded upon distribution.


    Participant Loans


Effective March 1, 2005,  participant loans were acquired from the merged plans.
Participant loans have never been allowed in the Plan.  Effective March 1, 2005,
no new loans will be granted under the Plan with respect to any merged plan that
had an active loan  program.  Any  outstanding  loan will  continue to be repaid
based on the term of the loan from the merged plan.


    Administrative Expenses


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


Note 3:  Investments


At December 31, 2005, the Plan's  investments  are held by Mid Atlantic  Capital
Corporation  and  the  Corporation.  The  Federated  Capital  Preservation  Fund
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 in
fair value as follows:

<TABLE>
<CAPTION>

                                                                                            2005
                                                                                  Net
                                                                             Appreciation
                                                                            (Depreciation)         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                                                $        (65,023)    $      1,073,188
               Mutual funds                                                         670,892           32,548,714

           Investments at contract value
               Federated Capital Preservation Fund                                        -            2,125,941

           Investments at cost, which approximates market
               Money market funds                                                         -            1,179,757
               Participant loans                                                          -              254,981
                                                                         ------------------     ----------------

                                                                           $        605,869     $     37,182,581
                                                                         ==================     ================
</TABLE>
                                                                               7
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                          Notes to Financial Statements
                           December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                                                                            2004

                                                                                  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                                                $        107,194     $      1,030,460
               Mutual funds                                                       1,594,723           19,364,358

           Investments at contract value
               Federated Capital Preservation Fund                                        -            1,189,461

           Investments at cost, which approximates market
               Money market funds                                                         -              513,096
                                                                         ------------------     ----------------

                                                                           $      1,701,917     $     22,097,375
                                                                         ==================     ================
</TABLE>

Interest and dividends  realized on the Plan's  investments  for the years ended
2005 and 2004 were $1,650,407 and $627,209, respectively.


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

<TABLE>
<CAPTION>
                                                                                   2005                2004
                                                                           -----------------------------------------
<S>                                                                         <C>                  <C>
           Average yield                                                                3.98%               3.72%
           Crediting interest rate at December 31                                       3.59%               3.41%
           Fair value                                                        $      2,028,000    $      1,175,000
</TABLE>

                                                                               8
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                          Notes to Financial Statements
                           December 31, 2005 and 2004


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

<TABLE>
<CAPTION>
                                                                                   2005                2004
                                                                           -----------------------------------------
<S>                                                                          <C>                 <C>
           American Funds Amcap Fund                                         $      5,265,001    $      3,524,022
           Franklin Short-Intermediate U. S. Government Securities Fund                     -           1,198,797
           Goldman Sachs Mid Cap Equity Fund                                        3,786,673           2,050,028
           MFS Value Fund                                                           4,431,452           3,096,735
           Oppenheimer Main Street Income and Growth Fund                                   -           1,651,649
           Oppenheimer Main Street Fund                                             2,538,016                   -
           PIMCO Total Return Fund                                                  2,358,389           1,918,245
           Oppenheimer Small & Mid Cap Value Fund                                   3,180,749           1,487,941
           Federated Capital Preservation Fund (at contract value)                  2,125,941           1,189,461
</TABLE>

Note 4:  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 invests in First Merchants  Corporation common stock.  Activity at fair
value was as follows:


                                               First Merchants
                                                 Corporation
                                                    Common
                                                    Stock
                                             ---------------------
     Balance, January 1, 2004                    $     619,177
         Changes                                       411,283
                                                 -------------
     Balance, December 31, 2004                      1,030,460
         Changes                                        42,728
                                                 -------------
     Balance, December 31, 2005                  $   1,073,188
                                                 =============


The Corporation provides certain administrative services at no cost to the Plan.


                                                                               9
<PAGE>

                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

                          Notes to Financial Statements
                           December 31, 2005 and 2004





Note 5:  Plan Amendments


In February 2004,  participants of a Commerce  National Bank  subsidiary  401(k)
plan were transferred into the Plan. Assets transferred totaled $220,791.


Effective  March 1,  2005,  the Plan  was  amended  and  restated  to allow  the
employees of Lafayette Bank and Trust  Company,  Commerce  National Bank,  First
Merchants  Insurance  Services  and Indiana  Title  Insurance  Company to become
participants in the Plan.  Approximately  $10,500,000  was transferred  into the
Plan from these 401(k) plans and  approximately  400 new participants were added
to the Plan.  The Plan's name was also  changed to First  Merchants  Corporation
Retirement  Income  and  Savings  Plan and the  employer  matching  contribution
changed as described in Note 1.


                                                                              10
<PAGE>




                              Supplemental Schedule




<PAGE>


                           First Merchants Corporation
                       Retirement Income and Savings Plan
                       (f/k/a First Merchants Corporation
                            Retirement Savings Plan)

      Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
                                 at End of Year
                                December 31, 2005
           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                                 41,276 shares         $      1,073,188
                                                                                                 ----------------
          Mutual Funds
              AIM Small Cap Equity Fund                                    61,447 shares                  753,346
              AIM Real Estate Fund                                         16,862 shares                  470,280
              American Funds Amcap Fund                                   278,130 shares                5,265,001
              American Funds High Income Trust Fund                        62,007 shares                  750,913
              Federated Max-Cap Index Fund                                 69,593 shares                1,716,162
              Fidelity Advisor Diversified International Fund              25,712 shares                  537,651
              First American Mid Cap Growth Opportunity Fund               28,483 shares                1,099,458
              Franklin Limited Maturity U. S. Government Fund             162,999 shares                1,615,317
              Goldman Sachs Mid Cap Equity Fund                           108,938 shares                3,786,673
              ING Index Plus Mid Cap Fund                                  63,035 shares                1,065,920
              MFS Value Fund                                              191,755 shares                4,431,452
              MFS International Discovery Fund                             26,666 shares                  627,981
              Oppenheimer Main Street Fund                                 69,156 shares                2,538,016
              Oppenheimer Small & Mid Cap Value Fund                       97,839 shares                3,180,749
              PIMCO Foreign Bond Fund                                      20,383 shares                  212,392
              PIMCO Total Return Fund                                     224,608 shares                2,358,389
              Putnam Small Cap Growth Fund                                 52,949 shares                1,168,590
              Templeton Foreign Fund                                       77,018 shares                  970,424
                                                                                                 ----------------
                                                                                                       32,548,714
                                                                                                 ----------------
          Collective Investment Fund
              Federated Capital Preservation Fund                         212,594 shares                2,125,941
                                                                                                 ----------------
          Money Market Fund
              Federated Prime Cash Obligations Fund                     1,179,757 shares                1,179,757
                                                                                                 ----------------
          *Participant Loans                                             7.25% - 9.00%                    254,981
                                                                                                 ----------------
                                                                                                 $     37,182,581
                                                                                                 ================

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

                                   Exhibit 23

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the  incorporation by reference in the Registration  Statements of
First Merchants Corporation on Form S-8 (File No. 333-50484) of our report dated
April 26, 2006,  of our audit on the  financial  statements  of First  Merchants
Corporation   Retirement   Income  and  Savings  Plan  (f/k/a  First   Merchants
Corporation Retirement Savings Plan) for the year ended December 31, 2005, which
report is included in its Annual Report on Form 11-K.


/s/  BKD, LLP

Indianapolis, Indiana
June 29, 2006

                                                                              12
<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: 06/29/06    By: /s/ Kimberly J. Ellington
              --------        -------------------------
                                  Kimberly J. Ellington
                                  First Merchants Corporation
                                  Retirement Savings Plan
                                                                              13