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 18, 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)


                                   Page 1 of 5
                             Exhibit Index on Page 4

Item 7. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) (99) Shareholder Letter dated June 18, 2004. Item 9. Regulation FD Disclosure. On April 22, 2004, the Board of Directors of First Merchants Corporation declared a $.23 dividend on its shares of outstanding common stock. The dividend is payable to shareholders of record on June 4, 2004. The dividend was distributed along with a letter to the shareholders on June 18, 2004. A copy of the shareholder letter is attached as Exhibit 99 to this report and is furnished pursuant to Regulation FD. Page 2

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 22, 2004. FIRST MERCHANTS CORPORATION By: /s/ Larry R. Helms --------------------------- Larry R. Helms, Senior Vice President Page 3

EXHIBIT INDEX (99) Shareholder Letter dated June 18, 2004.

                                                                      Exhibit 99

June 18, 2004


Dear Shareholder:

The First Merchants Corporation Board of Directors has declared a quarterly
dividend of $.23 per share to holders of record June 4, 2004, payable June 18,
2004.

We are pleased to share this dividend with you, and also pleased to report that
operating performance continues to show improvement. On April 22, 2004, we
reported first quarter 2004 earnings per share of $.37, a 15.6% increase from
the prior year. Overall operations in April and May continue to show similar
improvement.

As 2004 progresses, we will no doubt encounter further challenges. The economy
through East Central Indiana and Central Ohio continues to improve modestly with
some encouragement on the job front. As this trend continues, we expect loan
demand, both commercial and consumer, to progress steadily. We have devoted
extensive time and effort to the ongoing analysis of our asset quality. This
effort, coupled with safety and soundness examinations from our regulators,
leads us to conclude that loan problems are fully identified and adequately
reserved.

On April 22, 2004, we held a very successful annual meeting of shareholders in
Muncie, Indiana. Attended by over 300 people, the turnout, responses, and
acknowledgement of our progress were quite positive.

Your continued support of our Corporation is appreciate, 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 (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
- -------------------
Michael L. Cox
President and Chief Executive Officer

MLC/ch