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): August 17, 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, Indiana 47305-2814
          (Address of Principal Executive Offices, including Zip Code)

                                 (765) 747-1500
              (Registrant's Telephone Number, including Area Code)


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                            Exhibit Index on Page 3




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

             (a)   Not Applicable.

             (b)   Not Applicable.

             (c)   (99.1)  Press Release dated August 17, 2004.

ITEM 9.  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 is payable to  stockholders  of record on  September  6, 2004.  The
dividend will be  distributed to  stockholders  on September 20, 2004. A copy of
the press  release is attached as Exhibit  99.1 to this report and is  furnished
pursuant to Regulation FD.


                                   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.


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


Dated: August 17, 2004

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

Exhibit No.
- -----------
    99.1                Description
                        -----------
                        Press Release, dated August 17, 2004, issued by
                        First Merchants Corporation.


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                           First Merchants Corporation

                                  Exhibit 99.1

                      Press Release, dated August 17, 2004

NEWS RELEASE

FOR IMMEDIATE RELEASE
For more information, contact:
Mark K. Hardwick, Senior Vice President/Chief Financial Officer, 765-751-1857

FIRST MERCHANTS CORPORATION ANNOUNCES CASH DIVIDEND

Muncie,  Indiana - August 17, 2004 - First Merchants Corporation (Nasdaq:  FRME)
has  announced  that its  Board of  Directors  declared  a $.23 per  share  cash
dividend  payable  September 20, 2004 to  stockholders of record on September 6,
2004. The cash dividend is consistent with previous dividends.

Michael L. Cox, President and Chief Executive Officer, commented, "this dividend
reflects the continued strength of First Merchants and our affiliate  companies.
We are pleased to continue a return of profits to our  shareholders  at a payout
level exceeding our financial peer group."

About First Merchants Corporation

First  Merchants  Corporation is a financial  holding company  headquartered  in
Muncie,  Indiana.  Since its organization in 1982,  First Merchants  Corporation
has grown to include ten  affiliate  banks with over 70  locations in 18 Indiana
and two Ohio counties,  a trust company, a multi-line  insurance company,  and a
title agency.

Subsidiaries of the Corporation  include First Merchants Bank, N.A.; The Madison
Community Bank, N.A.; First United Bank, N.A.; The Union County National Bank of
Liberty;  The Randolph  County Bank,  N.A.; The First National Bank of Portland;
Decatur Bank & Trust Company,  N.A.; Frances Slocum Bank & Trust Company,  N.A.;
Lafayette  Bank and Trust  Company,  N.A.;  and  Commerce  National  Bank.   The
Corporation  also operates First Merchants  Insurance  Services,  a full-service
property, casualty, personal lines, and health care insurer, and is the majority
owner of the Indiana Title Insurance Company LLC.

Merchants  Trust Company unites the trust and asset  management  services of all
affiliate  banks of the  Corporation  and  represents  one of the largest  trust
companies in the State of Indiana, with assets in excess of $1.5 billion.

For more information, visit www.firstmerchants.com.

Source: First Merchants Corporation

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