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): September 20, 2004

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

                           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))


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                             Exhibit Index on Page 4



Item 7.01. Regulation FD Disclosure.

      On  August 10, 2004, the Board of Directors of First Merchants Corporation
declared a $.23 dividend on its shares of outstanding common stock. The dividend
was payable to shareholders  of record on  September  6, 2004.  The dividend was
distributed  along with a letter to the  shareholders  on September  20, 2004. A
copy of the  shareholder  letter is attached as Exhibit 99 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) Shareholder Letter dated September 20, 2004.


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                                   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: September 20, 2004

                                        FIRST MERCHANTS CORPORATION


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


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                                  EXHIBIT INDEX

      (99) Shareholder Letter dated September 20, 2004.


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                                   Exhibit 99


September 20, 2004

Dear Shareholder:

The First  Merchants  Corporation  Board of Directors at its quarterly  meeting,
August 10, 2004,  declared a quarterly  dividend of $.23 per share to holders of
record September 6, 2004, payable September 20, 2004.

Through  the first half of 2004,  we see  continued  reasons for  optimism.  The
economy continues to improve slowly,  and unemployment and inflation are held in
check.  The  Federal  Reserve  has  increased  the Fed Funds  target rate on two
occasions by .25% each time.  While we believe that further modest increases may
be in store, they will not dampen the economic recovery that is under way. As we
stated in our mid-year  earnings  release,  loan and deposit growth continues to
improve  steadily;  and we are  hopeful  that the  second  half of the year will
deliver further positive results.

Your  continued  support of our  Corporation  is  appreciated,  and the Board of
Directors  is pleased  to  provide  this  dividend  to you.  Should you have any
questions   regarding  our  company,   we  welcome  them  through  our  internal
shareholder relations department (Telephone: 800/262-4261, ext. 7278) or through
direct  e-mail link on our Web site,  www.firstmerchants.com,  and invite you to
avail yourselves of this service.

Sincerely,

/s/Michael L. Cox


MLC/ch

Enclosure

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