UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                    FORM 10-Q
                                 March 31, 1996


 (Mark One)
 [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended March 31, 1996

      OR

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from_________________to_________________

                         Commission file number: 0-13368

                         First Mid-Illinois Bancshares, Inc.
               (Exact name of Registrant as specified in its charter)

                  Delaware                                37-1103704
       (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)               Identification No.)

          1515 Charleston Avenue, Mattoon, Illinois            61938
           (Address of Principal Executive Offices)         (Zip Code)

       Registrant's telephone number, including area code: 217-234-7454

       Securities registered pursuant to Section 12(b) of the Act:  None

         Securities registered pursuant to Section 12(g) of the Act:

              Common stock, par value $4.00 per share

 Indicate by check mark whether the Registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months (or for such shorter period that the
 Registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.    YES [X]  NO [ ]

 Indicate the number of shares outstanding of each of the Registrant's classes
 of common stock, as of the latest practicable date:  901,980 shares of Common
 Stock at May 10, 1996.

                                   FORM 10-Q
                              For the Quarter Ended
                                 March 31, 1996



 INDEX
                                                                                      
                                                                                                           Beginning
                                                                                                            Page No.
 Part I - Financial Information
 Item 1                   Financial Statements                                                                     3
                          Consolidated Balance Sheets                                                              4
                          Consolidated Statements of Income                                                        5
                          Consolidated Statements of Cash Flows                                                    6
                          Notes to Consolidated Financial Statements                                               7
 Item 2                   Management's Discussion and Analysis of Financial
                            Condition and Results of Operations                                                    9
 Part II - Other Information
 Item 1                   Legal Proceedings                                                                       26
 Item 2                   Changes in Securities                                                                   26
 Item 3                   Defaults Upon Senior Securities                                                         26
 Item 4                   Submission of Matters to a Vote of
                            Securitiy Holders                                                                     26
 Item 5                   Other Information                                                                       26
 Item 6                   Exhibits and Reports on Form 8-K                                                        26
 Signatures                                                                                                       27



 PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements

   The accompanying unaudited consolidated financial statements have been
 prepared in accordance with the instructions to Form 10-Q and do not include
 all of the information required by generally accepted accounting principles
 for complete financial statements and related footnote disclosures.  In the
 opinion of management, all adjustments (consisting only of normal recurring
 accruals) considered for a fair presentation have been included.  For further
 information, refer to the financial statements and notes included in the
 Registrant's 1995 Annual Report to Stockholders.


 FIRST MID-ILLINOIS BANCSHARES, INC.
 (unaudited)  (dollars in thousands, except per share data)
                                                                         March 31,              December 31,
                                                                           1996                     1995
                                                                                                     
 Assets
 Cash and due from banks:
   Noninterest bearing                                                           $ 16,219                  $ 17,536
   Interest bearing                                                                   585                       784
 Excess funds sold                                                                      -                     4,975
   Cash and cash equivalents                                                       16,804                    23,295
 Investment certificates of deposits                                                   99                        99
 Investment securities available-for-sale
   at fair value                                                                  121,045                   119,388
 Investment securities held-to-maturity (estimated
   fair value of $3,448 at March 31, 1996 and
   $3,409 at December 31, 1995)                                                     3,431                     3,381
 Loans                                                                            307,242                   307,004
 Less allowance for loan losses                                                     2,807                     2,814
   Net loans                                                                      304,435                   304,190
 Premises and equipment, net                                                        9,526                     9,487
 Intangible assets                                                                  5,913                     6,019
 Other assets                                                                       6,225                     6,635
   Total assets                                                                  $467,478                  $472,494
 Liabilities and Stockholders' Equity
 Deposits:
   Noninterest bearing                                                           $ 49,042                  $ 51,017
   Interest bearing                                                               351,781                   345,862
     Total deposits                                                               400,823                   396,879
 Other liabilities                                                                  3,439                     4,591
 Other borrowings                                                                  20,020                    28,515
 Long-term debt                                                                     6,950                     7,200
   Total liabilities                                                              431,232                   437,185
 Stockholders' equity:
   Series A convertible preferred stock; no par
     value; authorized 1,000,000 shares; issued
     620 shares with stated value of $5,000 per share                               3,100                     3,100
   Common stock, $4 par value; authorized 2,000,000
     shares; issued 900,268 shares at March 31, 1996
     and 894,991 at December 31, 1995)                                              3,601                     3,580
 Additional paid-in-capital                                                         4,127                     3,969
 Retained earnings                                                                 25,597                    24,493
 Net unrealized gain (loss) on available-for-sale
   investment securities                                                            (155)                       191
                                                                                   36,270                    35,333
 Less treasury stock at cost, 2,000 shares                                             24                        24
 Total stockholders' equity                                                        36,246                    35,309
 Total liabilities and stockholders' equity                                      $467,478                  $472,494
 See accompanying notes to consolidated financial statements.



 FIRST MID-ILLINOIS BANCSHARES, INC.
 Three months ended March 31, 1996 and 1995
 (unaudited)  (in thousands, except per share data)
                                                                     1996                  1995
                                                                                        
 Interest income:
 Interest and fees on loans                                               $ 6,495             $ 5,823
 Interest on investment securities                                          1,859               1,935
 Interest on excess funds sold                                                 59                  60
 Interest on deposits with financial institutions                              18                  20
   Total interest income                                                    8,431               7,838
 Interest expense:
 Interest on deposits                                                       3,783               3,480
 Interest on other borrowings                                                 298                 179
 Interest on long-term debt                                                   125                 140
   Total interest expense                                                   4,206               3,799
   Net interest income                                                      4,255               4,039
 Provision for loan losses                                                      -                  42
   Net interest income after provision
     for loan losses                                                        4,225               3,997
 Other income:
 Trust fees                                                                   333                 303
 Brokerage and annuity fees                                                    48                  48
 Service charges                                                              410                 364
 Securities gains, net                                                          2                   -
 Mortgage banking income                                                      105                  27
 Other                                                                        295                 241
   Total other income                                                       1,193                 983
 Other expense:
 Salaries and employee benefits                                             1,927               1,800
 Occupancy, furniture and equipment, net                                      560                 549
 Federal deposit insurance premiums                                            68                 221
 Other                                                                        987               1,042
   Total other expense                                                      3,542               3,612
     Income before income taxes                                             1,876               1,368
 Income taxes                                                                 700                 405
   Net income                                                             $ 1,176             $   963
 Per common share data:
 Primary earnings per share                                                 $ 1.23                $ 1.01
 Fully diluted earnings per share                                           $ 1.15                $  .96
 See accompanying notes to consolidated financial statements.



 FIRST MID-ILLINOIS BANCSHARES, INC.
 Three months ended March 31, 1996 and 1995
 (unaudited)  (in thousands, except per share data)
                                                                             1996                     1995
                                                                                                     
 Cash flows from operating activities:
 Net income                                                                        $ 1,176                   $963
 Adjustment to reconcile net income to net cash
   provided by operating activities:
     Provision for loan losses                                                           -                     42
     Depreciation, amortization and accretion, net                                     310                    333
     Gain on sales of securities, net                                                  (2)                      -
     Gain on sale of loans held for sale                                              (74)                    (9)
     Origination of mortgage loans held for sale                                   (2,167)                  (540)
     Proceeds from sales of mortgage loans held for
       sale                                                                          2,089                    549
     Net decrease in other assets                                                      410                    828
     Net increase (decrease) in other liabilities                                    (479)                    300
 Net cash provided by operating activities                                           1,263                  2,466
 Cash flows from investing activities:
 Capitalization of mortgage servicing rights                                          (32)                      -
 Expenditures for premises and equipment                                             (228)                  (139)
 Net (increase) in loans                                                             (241)                (1,196)
 Proceeds from sales of:
   Securities available-for-sale                                                     2,502                      -
 Proceeds from maturities of:
   Securities available-for-sale                                                    12,179                  1,435
   Securities held-to-maturity                                                           -                  1,536
 Purchases of:
   Securities available-for-sale                                                  (16,843)                      -
   Securities held-to-maturity                                                        (50)                (3,512)
 Net cash (used in) investment activities                                          (2,713)                (1,876)
 Cash flows from financing activities:
 Net increase in deposits                                                            3,944                  7,252
 Net increase (decrease) in other borrowings                                       (8,495)                  1,510
 Repayment of long-term debt                                                         (250)                      -
 Dividends paid on common stock                                                      (240)                  (359)
 Net cash provided by (used in) financing activities                               (5,041)                  8,403
 Increase (decrease) in cash and cash equivalents                                  (6,491)                  8,993
 Cash and cash equivalents at beginning of period                                   23,295                 17,713
 Cash and cash equivalents at end of period                                      $16,804                  $26,706
 Additional disclosure of cash flow information:
   Interest paid during the period                                                 $ 4,134                $ 4,172
   Income taxes paid during the period                                                 125                      -
   Loans transferred to real estate owned                                               14                     73
 See accompanying notes to consolidated financial statements.


 Notes to the Consolidated Financial Statements

 1)  The consolidated financial statements include the accounts of First
 Mid-Illinois Bancshares, Inc. (the "Registrant"), and its wholly owned
 subsidiaries, First Mid-Illinois Bank & Trust, N.A. (the "Bank"),
 Heartland Savings Bank ("Heartland") and Mid-Illinois Data Services, Inc.
 ("MIDS").  Intercompany amounts have been eliminated.

 2)  The financial information reflects all adjustments which, in the opinion
 of management, are necessary to present a fair statement of the results
 of the interim periods ended March 31, 1996 and 1995, and all such
 adjustments are of a normal recurring nature. The results of the interim
 period ended March 31, 1996, are not necessarily indicative of the
 results expected for the year ending December 31, 1996.

 3)  Income for primary and fully diluted earnings per share is adjusted for
 dividends attributable to preferred stock.  Primary earnings per share is
 based on the weighted average number of common shares outstanding.  Fully
 diluted earnings per share data is computed by using the weighted average
 number of common shares outstanding, increased by the assumed conversion
 of the convertible preferred stock.  The weighted average number of
 common equivalent shares used in calculating earnings per share for the
 periods ended March 31, 1996 and 1995, are as follows:



                                 Three months ended
                                      March 31,
                               1996               1995
                                          
 Primary                         898,152          881,616
 Fully Diluted                 1,023,454        1,006,918



 4)  The Registrant is required to classify its debt securities into one of
 three categories at the time of purchase:  held-to-maturity, available-
 for-sale or trading.  Held-to-maturity securities are those which
 management has the intent and ability to hold to maturity.  These
 securities are carried at amortized historical cost.  Available-for-sale
 securities are those securities which management may sell prior to
 maturity as a result of the Registrant's overall asset and liability
 management strategy.  These securities are recorded at fair value.
 Trading securities are those securities bought and held principally for
 the purpose of selling them in the near term.  Trading securities are
 recorded at the lower of historical cost or fair value.  The Registrant
 currently has no securities designated as trading.

 5)  Heartland originates residential first mortgage loans both for its
 portfolio and for sale into the secondary market.  Held for sale loans
 are carried at the lower of aggregate, amortized cost or estimated market
 value.  Mortgage banking income consists of gains or losses on the sale
 of loans and servicing fee income.  Origination costs for loans sold are
 expensed as incurred.

 6)  In May 1995, the Financial Accounting Standards Board ("FASB") issued
 Statement of Financial Accounting Standards No. 122, "Accounting for
 Mortgage Servicing Rights" ("FAS 122").  FAS 122 amends FASB Statement
 No. 65 by establishing a new standard for capitalizing mortgage servicing
 rights.  Under FAS 122, the accounting principles for mortgage servicing
 rights are the same for mortgages originated by the servicer as for those
 acquired through purchase transactions.  Accordingly, under the new
 standard, the Registrant will record an asset for mortgage servicing
 rights when it sells mortgages and retains servicing.  Mortgage servicing
 rights are to be amortized in proportion to the net servicing income over
 the period during which servicing income is expected to be received.
 Servicing rights are to be evaluated for impairment based on fair value.
 The Registrant adopted FAS 122 effective January 1, 1996.

 Item 2.  Management's Discussion and Analysis of Financial Condition and
 Results of Operations

                       Results of Operations-Summary

   Net income for the three month period ended March 31, 1996, amounted to
 $1,176,000 ($1.15 per share on a fully diluted basis).  This represents a
 $213,000 or 22.1% increase from the earnings of $963,000 ($.96 per share on a
 fully diluted basis) for the three month period ended March 31, 1995.  A
 summary of the factors which contributed to the earnings increase follows
 (dollars in thousands, except per share data):



 Three months ended March 31, 1996                     Total              Percent            Increase/
   vs. March 31, 1995                                   Net               Change            (Decrease)
                                                      Change             1996/1995           Per Share
                                                                                             
 Net interest income                                       $ 186                   4.6%               $ .18
 Provision for loan losses                                  (42)                 100.0                 (.04)
 Other income                                                210                  21.4                  .20
 Other expense                                              (70)                  (1.9)                (.06)
 Income taxes                                                295                  72.8                  .29
   Total increase in net income                            $ 213                  22.1%               $ .19




               Net Interest Income and Interest Rate Sensitivity


   During the first three months in 1996, the Registrant's net interest income
 increased by $186,000 (4.6%) as compared with the net interest income for the
 same period in 1995.  Net interest income for the three months ended March 31,
 1996, was $4,225,000 as compared with $4,039,000 for the three months ended
 March 31, 1995.  The table which follows sets forth details of average
 balances, interest income and expense and average rates for the Registrant for
 1996 and 1995.  The 1996 figures have been annualized based on the actual
 results through March 31, 1996.  The annualized amounts are not necessarily
 indicative of the actual amounts that are expected or that will occur for the
 year ended December 31, 1996.

   As can be seen, annualized net interest margin is 3.98% in 1996 (on a tax
 equivalent basis).  The overall cost of interest bearing liabilities and the
 yield on interest earning assets has remained stable in 1996 as compared with
 1995.

          Distribution of Assets, Liabilities and Stockholders' Equity
                    Interest Rates and Interest Differential


                                            Three Month Period Ended                       Year Ended
                                                 March 31, 1996                         December 31, 1995
 (dollars in thousands)                Avg Bal         Int        Avg Rate       Avg Bal        Int      Avg Rate
                                                                                           
 INTEREST EARNING ASSETS
 Investment certificates of deposits     $     99       $    10        10.10%     $     99      $    10      10.10%
 Due from banks-interest bearing            1,205            61         5.05%        1,511           84       5.56%
 Excess funds sold                          4,297           236         5.49%        6,199          356       5.74%
 Investment securities:
   Taxable                                112,022         6,776         6.05%      115,725        7,068       6.11%
   Tax-exempt                              12,069           661         8.30%       12,831          733       8.66%
 Loans (net of unearned income)           303,506        25,980         8.56%      294,220       25,214       8.57%
   Total earning assets                   433,198        33,724         7.86%      430,585       33,465       7.86%
 NONEARNING ASSETS
 Cash and due from banks                   15,328                                   15,382
 Premises and equipment                     9,537                                    9,333
 Other nonearning assets                   12,009                                   12,699
 Allowance for loan losses                (2,814)                                  (2,711)
   TOTAL ASSETS                          $467,258                                 $465,288
 INTEREST BEARING LIABILITIES
 Demand deposits                          105,915         2,756         2.60%      106,118        2,823       2.66%
 Savings deposits                          39,296         1,048         2.67%       40,920        1,107       2.71%
 Time deposits                            205,263        11,328         5.52%      202,305       10,958       5.42%
 Other borrowings                          23,011         1,192         5.18%       24,140        1,266       5.24%
 Long-term debt                             7,197           500         6.95%        7,636          571       7.48%
   Total interest-bearing                 380,682        16,824         4.42%      381,119       16,725       4.39%
 liabilities
 NONINTEREST BEARING LIABILITIES
 Demand deposits                           46,829                                   46,237
 Other liabilities                          3,674                                    4,561
   TOTAL LIABILITIES                      431,185                                  431,917
 Stockholders' equity                      36,073                                   33,371
   TOTAL LIABILITIES & EQUITY            $467,258                                 $465,288
 Net interest earnings                                  $16,900         3.44%                   $16,740       3.47%
 Net interest earnings as a
   % of interest earning assets
   on a full tax equivalent basis                                       3.98%                                 3.98%


 (1)  Full tax equivalent yields on tax exempt securities have been calculated
 using a 34% tax rate.

 (2)  Investment securities on a full tax equivalent basis amounted to $1,002
 and $1,111 for the period ended March 31, 1996 and December 31, 1995, 
 respectively.

 (3)  Nonaccrual loans have been included in the average balances.

 (4)  Interest includes net loan fees.

 (5)  1996 interest income and expense amounts have been annualized based on
 results through March 31, 1996.  The annualized amounts are not necessarily
 indicative of the actual amounts that are expected or that will occur for
 the year ending December 31, 1996.

 The following table describes changes in net interest income attributable to
 changes in the volume of earning assets compared to changes in interest rates
 (in thousands).


                                                                    1996 Compared to 1995
                                                                    Increase - (Decrease)
                                                  Total                                                Rate/
                                                 Change             Volume             Rate           Volume
                                                                                             
 INTEREST INCOME:
 Investment certificates of deposit                   $  -               $  -             $  -           $  -
 Due from banks-interest bearing                      (23)               (17)              (8)              2
 Excess funds sold                                   (120)              (109)             (16)              5
 Investment securities:
   Taxable                                           (292)              (226)             (68)              2
   Tax-exempt                                         (72)               (44)             (30)              2
 Loans                                                 766                796             (29)            (1)
   Total interest income                               259                400            (151)             10
 INTEREST EXPENSE:
 Demand deposits                                      (67)                (5)             (62)              -
 Savings deposits                                     (59)               (44)             (16)              1
 Time deposits                                         370                160              207              3
 Other borrowings                                     (74)               (59)             (16)              1
 Long-term debt                                       (71)               (33)             (40)              2
   Total interest expense                               99                 19               73              7
 NET INTEREST EARNINGS                               $ 160              $ 381           $(224)           $  3


   Nonaccrual loans are not material and have been included in the average loan
 balances for purposes of this computation.  No out-of-period adjustments have
 been included in the preceding analysis.

   Changes in rates and volume are computed on a consistent basis using the
 absolute values of changes in volume compared to the absolute values of the
 changes in rates.  Loan fees included in interest income are not material.
 Interest on nontaxable securities is shown on a tax-equivalent basis using a
 34% tax rate.

   There were no foreign activities by the Registrant during the three month
 periods ending March 31, 1996 and 1995.

   The following table is the Registrant's "static gap" schedule as of March
 31, 1996.  This is just one of several tools used by management to monitor the
 interest rate sensitivity position of the Registrant.  The following table
 presents earning assets and interest bearing liabilities within selected time
 intervals based on their repricing and maturing characteristics.  Interest
 rate sensitivity is measured by "gaps", (the difference between interest
 earning assets and interest bearing liabilities within a particular time
 interval).  A positive GAP indicates more assets than liabilities could
 reprice in that time period and a negative GAP indicates more liabilities
 could reprice.


 (dollars in thousands)                         Number of Months Until Next Repricing Opportunity
                                       0-1             1-3             3-6            6-12             12+
                                                                                      
 INTEREST EARNING ASSETS:
 Investment certificates of          $      -        $      -        $      -        $      -        $     99
 deposits
 Due from banks-interest bearing          585               -               -               -               -
 Excess funds sold                          -               -               -               -               -
 Investment securities:
   Taxable                             43,305          12,261           5,422          16,375          35,356
   Tax-exempt                               -             215              20           1,247          10,275
 Loans                                 39,941          15,630          18,629          37,237         195,805
   Total                               83,831          28,106          24,071          54,859         241,535
 INTEREST BEARING LIABILITIES:
 Savings and NOW accts                110,219               -               -               -               -
 Money market accounts                 35,222               -               -               -               -
 Other time deposits                   30,869          27,624          57,840          36,235          53,772
 Other borrowings                       4,500           9,020               -           3,000           3,500
 Long-term debt                         6,950               -               -               -               -
 Total                              $ 187,760       $  36,644       $  57,840       $  39,235        $ 57,272
 Periodic GAP                       (103,929)         (8,538)        (33,769)          15,624         184,263
 Cumulative GAP                     (103,929)       (112,467)       (146,236)       (130,612)          53,651
 Gaps as a percent of
   interest earning assets:
     Periodic                            (24.0%)          (2.0%)          (7.8%)            3.6%           42.6%
     Cumulative                          (24.0%)         (26.0%)         (33.8%)         (30.2%)           12.4%


   The preceding tabulation classifies savings and NOW accounts as immediately
 repriceable because if rates paid on these accounts were to change, the rates
 would, most likely, change on all such accounts at the same time.  As a
 practical matter, management is able to exercise a significant amount of
 control over these rates and they have shown to be very resistant to rate
 changes.

   Management of the Registrant continually monitors its interest rate
 sensitivity position. While the preceding table is an indication of interest
 rate risk, overall interest rate sensitivity is influenced by other factors
 such as the competitive environment, the timing and amount of rate changes,
 loan prepayments and the inherent stability of certain deposits.  A number of
 different factors, including those objectively determined and measurable, as
 well as those subjectively ascertained, are considered by management in its
 evaluation of interest rate risk.  As a result of this analysis, management
 believes that the overall level of interest rate risk is manageable and does
 not believe that changing rates will have a material negative effect on the
 Registrant's net interest margin.


                                Investment Portfolio

   The Registrant adopted Statement of Financial Accounting Standards No. 115
 ("FAS 115"), "Accounting for Certain Investments in Debt and Equity
 Securities" effective December 31, 1993.  Investment securities that the
 Registrant has the positive intent and ability to hold to maturity are
 classified as "held-to-maturity" and reported at amortized cost.  All other
 investment securities are classified as "available-for-sale" and have been
 reported at their estimated fair value at March 31, 1996, and December 31,
 1995.  In accordance with FAS 115, the unrealized losses, net of related
 taxes, in the amount of $155,000 have been included in stockholders' equity at
 March 31, 1996.

   Total investment securities designated as available-for-sale represented 97%
 of the portfolio and held-to-maturity represented 3%.  During the three months
 ended March 31, 1996, $2,500,000 (par value) available-for-sale and no held-
 to-maturity investment securities were sold.  During the three months ended
 March 31, 1996, $50,000 (par value) held-to-maturity and $16,650,000 (par
 value) available-for-sale investment securities were purchased.

   There were three investment securities with a par value totaling $2,500,000
 that were sold at a total gain of $2,000 during the first quarter of 1996.

   The change in the amount of net unrealized gain (loss) on available-for-sale
 securities from December 13, 1995 to March 31, 1996 amounted to a loss of
 $346,000.  This loss reflects the decline in the market value of available-
 for-sale securities during the last three months.

   The following table provides detailed information for investment securities
 at March 31, 1996 and December 31, 1995, (in thousands):

                                                               Gross              Gross            Estimated
                                          Amortized         Unrealized         Unrealized            Fair
                                            Cost               Gains             Losses              Value
                                                                                         
 Available-for-sale - 03/31/96
 U.S. Treasury securities and
   obligations of U.S.
   government corporations
   and agencies                             $ 76,605              $ 314           $  (928)           $ 75,991
 Obligations of state and
   political subdivisions                      8,454                396                (5)              8,845
 Mortgage backed securities                   34,003                204              (216)             33,991
 Other securities                              2,218                  -                  -              2,218
   Total available-for-sale                 $121,280              $ 914           $(1,149)           $121,045
 Held-to-maturity - 03/31/96
 Obligations of state and
   political subdivisions                   $  3,432              $  35           $   (19)           $  3,448
 Available-for-sale - 12/31/95
 U.S. Treasury securities and
   obligations of U.S.
   government corporations
   and agencies                             $ 72,599            $   481              (683)           $ 72,397
 Obligations of state and
   political subdivisions                      8,628                440                (7)              9,061
 Mortgage backed securities                   35,766                222              (163)             35,825
 Other Securities                              2,105                  -                  -              2,105
   Total available-for-sale                 $119,098            $ 1,143           $  (853)           $119,388
 Held-to-maturity - 12/31/95
 Obligations of state and
   political subdivisions                   $  3,381             $   43            $  (15)            $ 3,409


   Other securities include stock in the Federal Home Loan Bank totaling
 $1,812,000 at March 31, 1996 and $1,699,000 at December 31, 1995.

   The following table indicates the expected maturities of investment
 securities classified as available-for-sale and held-to-maturity at March 31,
 1996 (dollars in thousands) and their weighted average yield for each range of
 maturities.  Mortgage backed securities are aged according to their weighted
 average life.  All other securities are shown at their contractual maturity.


 Book Value Maturing Investment Securities
                                                 One             After 1         After 5          After
                                                year             through         through           ten
                                               or less           5 years        10 years          years                Total
                                                                                                       
 Available-for-sale:
 U.S. Treasury securities and
   obligations of U.S.
   government corporations
   and agencies                               $ 13,830         $ 51,149        $ 11,128        $   498                $ 76,605
 Obligations of state and
   political subdivisions                        1,011            6,739             704              -                   8,454
 Mortgage-backed securities                      3,240           26,669             829          3,265                  34,003
 Other securities                                    -                -               -          2,218                   2,218
 Total available-for-sale
   securities                                 $ 18,081         $ 84,557        $ 12,661        $ 5,981                $121,280
 Weighted average yield                          5.93%            5.51%           5.61%          8.24%
 Full tax equivalent yield                       6.03%            5.75%           5.79%          8.24%
 Held-to-maturity:
 Obligations of state and
   political subdivisions                     $    693         $  1,812        $    927         $    -                $  3,432
 Weighted average yield                          4.63%            5.02%           5.14%              -
 Full tax equivalent yield                       7.06%            7.37%           7.79%              -



   The weighted average yields are calculated on the basis of the cost and
 effective yields weighted for the scheduled maturity of each security.  Full
 tax equivalent yields have been calculated using a 34% tax rate.

   The maturities of, and yields on, mortgage backed securities have been
 calculated using actual quarterly repayment history.  However, where
 securities have call features and market values greater than par, the call
 date has been used to determine the expected maturity.

   With the exception of obligations of the U.S. Treasury and other U.S.
 Government corporations and agencies, there were no investment securities of
 any single issuer, the book value of which exceeded 10% of stockholders'
 equity at March 31, 1996.

   In December 1995, the Registrant reclassified certain investment securities
 between held-to-maturity and available-for-sale in accordance with guidelines
 issued by the Financial Accounting Standards Board ("FASB") permitting a one-
 time change in classification.  Based on discussion and analysis, the
 Registrant decided that only local, non-rated municipal securities would be
 classified as held-to-maturity and the remaining portfolio would be designated
 as available-for-sale.  The book value and gross unrealized loss of securities
 transferred from held-to-maturity to available-for-sale amounted to
 $52,536,000 and $445,000, respectively.


                                   Loan Portfolio

   The following tables provide information relating to the Registrant's loan
 portfolio, risk elements within the portfolio and historical loan loss
 experience.

 Types of Loans

   The composition of the Registrant's loan portfolio as of March 31, 1996,
 December 31, 1995 and 1994 is as follows (in thousands):


                                                   1996                   1995                   1994
                                                                                          
 Commercial, financial
   and agricultural                                  $ 66,215               $ 65,916               $ 61,520
 Real estate - mortgage                               210,835                211,147                195,524
 Installment                                           28,380                 27,996                 22,294
 Other                                                  1,812                  1,945                  2,815
   Total loans                                       $307,242               $307,004               $282,153



 Maturities and Sensitivities of Loans to Changes in Interest Rates

   The following table presents the aggregate balances of loans outstanding as
 of March 31, 1996, by maturities, based on remaining scheduled, contractual
 repayments of principal (in thousands):


                                                         Over 1
                                     One year            through             Over
                                      or less            5 years            5 years             Total
                                                                                    
 Commercial, financial
   and agricultural                    $ 45,444           $ 19,249           $  1,522           $ 66,215
 Real estate - mortgage                  45,768            107,408             57,659            210,835
 Installment                              6,504             20,873              1,003             28,380
 Other                                      249                882                681              1,812
   Total loans                         $ 97,965           $148,412           $ 60,865           $307,242



   As of March 31, 1996, loans with maturities over one year were comprised of
 $164,359,000 in fixed rate loans and $44,918,000 in variable rate loans.  The
 loan maturities noted previously are based on the contractual provisions of
 the individual loans.  The Registrant has no general policy regarding
 rollovers, and borrower requests for such are handled on a case by case basis.

   As of March 31, 1996, the Registrant had loan concentrations in agricultural
 industries of 11.7% of outstanding loans.  The Registrant had no other
 industry loan concentrations in excess of 10% of outstanding loans.

   There was no foreign activity required to be disclosed for the reporting
 period ended March 31, 1996.


 Risk elements

   The Registrant adopted Statement of Financial Accounting Standards No. 114
 "Accounting by Creditors for Impairment of a Loan" ("FAS 114") and Statement
 of Financial Accounting Standards No. 118 "Accounting by Creditors for
 Impairment of a Loan-Income Recognition and Disclosure" ("FAS 118") effective
 January 1, 1995.  FAS 114 applies to all creditors and to all loans that are
 accounted for at fair value or at the lower of cost or fair value.  It
 requires that impaired loans be measured at the present values of expected
 future cash flows by discounting those cash flows at the loan's effective
 interest rate.  FAS 118 amends FAS 114 to allow a creditor to use existing
 methods for recognizing interest income on an impaired loan.  FAS 118 also
 amends the disclosure requirements of FAS 114 to require information about the
 recorded investment in certain impaired loans and about how a creditor
 recognizes interest income related to those impaired loans.  The Registrant
 had $1,110,000 of impaired loans as of March 31, 1996.

   At March 31, 1996, the recorded investment of impaired loans totaled
 $1,110,000 as compared with $1,240,000 at December 31, 1995.  There was no
 related allowance for these impaired loans either at March 31, 1996 or
 December 31, 1995.  The average recorded investment in impaired loans during
 1996 was $1,026,000.  Total interest income which would have been recorded
 under the original terms of the impaired loans was $104,000.  Total interest
 income recorded on a cash basis was $5,000.

   It is the Registrant's policy to discontinue the accrual of interest income
 on any loan when, in the opinion of management, there is reasonable doubt as
 to the timely collectibility of interest or principal.  Nonaccrual loans are
 returned to accrual status when, in the opinion of management, the financial
 position of the borrower indicates there is no longer any reasonable doubt as
 to the timely collectibility of interest or principal.

   The following table presents information concerning the aggregate amount of
 nonperforming loans at the dates indicated.  Nonperforming loans include: (a)
 loans accounted for on a nonaccrual basis; (b) accruing loans contractually
 past due 90 days or more as to interest or principal payments; and (c) loans
 not included in (a) or (b) previously, which are "restructured loans"  as
 defined in Statement of Financial Accounting Standards No. 15, "Accounting by
 Debtors and Creditors for Troubled Debt Restructurings."


 Nonperforming Loans
 (in thousands)
                                         March 31,                                 December 31,
                                           1996                    1995          1994         1993         1992
                                                                                            
 Nonaccrual loans                             $ 544                 $ 636        $ 393        $ 497        $ 685
 Loans past due ninety days
   or more and still accruing                   558                   554          509          248          585
 Restructured loans which are
   performing in accordance
   with revised terms                           566                   604          772          307          383



   Interest income that would have been reported in 1996 if nonaccrual and
 restructured loans had been performing totaled $104,000 for the three month
 period ended March 31, 1996.  Interest income relating to these non-performing
 loans that was included in income totaled $5,000 for the same period.


 Summary of Loan Loss Experience

   There was no provision for loan losses charged to expense for the three
 months ended March 31, 1996, as compared to $42,000 for the three months ended
 March 31, 1995.  This decrease was due to reduced loan charge offs, a lower
 level of problem loans and favorable economic conditions which allowed the
 Registrant to reduce the provision.

   Management establishes an allowance for loan losses which reduces the total
 loans outstanding by an estimate of uncollectible loans.  Loans deemed to be
 uncollectible are charged against and reduce the allowance.  The provision for
 loan losses and recoveries are credited to and increase the allowance.  The
 allowance for loan losses totaled $2,807,000 (.91% of total loans) at March
 31, 1996, and $2,814,000 (.92% of total loans) at December 31, 1995.  The
 allowance for loan losses equaled 168.3% and 156.9% of total non-performing
 loans at March 31, 1996 and December 31, 1995, respectively.

 Analysis of the Allowance for Loan Losses

   A summary of loan loss experience for the periods indicated is as follows
 (dollars in thousands):

                                        Three
                                    months ended
                                      March 31,                             Year ended December 31,
                                        1996                    1995          1994          1993          1992
                                                                                         
 Average loans
   Outstanding, net
   of unearned income                   $303,506              $294,220      $243,166      $214,408      $178,919
 Allowance-
   beginning of year                       2,814                 2,608         2,110         1,906         1,566
 Balance of
   acquired subsidiary                         -                     -           343             -             -
 Charge-offs:
 Commercial, financial
   and agricultural                            -                    18            29           140           298
 Real estate-mortgage                          -                   111            28           241           350
 Installment                                  24                    57           120            86           139
   Total charge-offs                          24                   186           177           467           787
 Recoveries:
 Commercial, financial
   and agricultural                            4                    73            98           150           167
 Real estate-mortgage                          -                     -            21             3            18
 Installment                                  13                    39            45            26            49
   Total recoveries                           17                   112           164           179           234
 Net charge-offs
   (recoveries)                                7                    74            13           288           553
 Provision for loan losses                     -                   280           168           492           543
 Allowance-end of period                 $ 2,807                $2,814       $ 2,608       $ 2,110       $ 1,906
 Ratio of net charge-offs
   (recoveries) to
   average loans                        .00%                  .03%           .01%          .13%          .31%
 Ratio of allowance
   for loan losses to
   loans outstanding
   (less unearned interest)
   at end of period                     .91%                  .92%           .93%          .95%          .89%



   The allowance for loan losses represents management's best estimate of the
 reserve necessary to adequately cover losses that could ultimately be realized
 from current loan exposures.  In determining the adequacy of the allowance for
 loan losses, management relies predominantly on a disciplined credit review
 and approval process which extends to the full range of the Registrant's
 credit exposure.  The review process is directed by overall lending policy and
 is intended to identify, at the earliest possible stage, borrowers who might
 be facing financial difficulty.  Once identified, the magnitude of the
 exposure to individual borrowers is quantified in the form of specific
 allocation of the allowance for loan losses.  Collateral values
 are considered by management in the determination of such specific
 allocations.  Additional factors considered by management in evaluating the
 overall adequacy of the allowance include historical net loan losses, the
 level and composition of nonaccrual, past due and restructured loans and the
 current and anticipated economic conditions in the region where the Registrant
 operates.  In addition to the aforementioned considerations, management also
 considers the experience of certain other similarly situated banks, thrifts
 and bank holding companies.


 Allocation of the Allowance for Loan Losses

   The allowance for loan losses, in management's judgment, would be allocated
 as follows to cover potential loan losses (in thousands):



                                       March 31, 1996                            December 31, 1995
                                  Allowance          % of                   Allowance           % of
                                     for             loans                     for              loans
                                    loan           to total                   loan            to total
                                   losses            loans                   losses             loans
                                                                                         
 Commercial, financial
   and agricultural                 $ 1,558               21.6%                $ 1,554                21.5%
 Real estate-mortgage                   384               68.6%                    314                68.8%
 Installment                            128                9.2%                    131                 9.1%
 Other                                    -                 .6%                      -                  .6%
 Total allocated                      2,070                                      1,999
 Unallocated                            737              N/A                       815               N/A
 Allowance at end of
   reported period                  $ 2,807              100.0%                $ 2,814               100.0%



   The allowance is allocated to the individual loan categories by a specific
 reserve for all classified loans plus a percentage of loans not classified
 based on historical losses.

   There were no other interest-bearing assets which would be required to be
 disclosed as having "risk elements" if such other assets were loans.

                           Return on Equity and Assets

   The following table presents selected financial ratios for the three months
 ended March 31, 1996 (annualized) and the years ended December 31, 1995 and
 1994:


                                                            1996             1995            1994
                                                                                         
 Return on average total assets                                   1.01%             .84%            .83%
 Return on average total stockholders' equity                    13.04%           11.76%          11.35%
 Return on average common stockholders' equity                   13.39%           12.02%          11.59%
 Dividend payout ratio                                           16.46%           19.76%          20.89%
 Average total equity to
   average assets ratio                                           7.72%            7.17%           7.38%




                                   Deposit Base

   The following table details the year-to-date average deposits for the
 indicated periods and weighted average rates at March 31, 1996, December 31,
 1995 and 1994 (in thousands):



                                        March 31,                 December 31,                December 31,
                                          1996                        1995                        1994
                                        Weighted                    Weighted                    Weighted
                                         Average                     Average                     Average
                                   Amount         Rate          Amount         Rate         Amount        Rate
                                                                                           
 Demand deposits:
   Non-interest bearing            $ 46,829           -         $ 46,237          -         $ 37,527         -
   Interest bearing                 105,915           2.60%      106,118          2.66%      110,069         2.51%
 Savings                             39,296           2.67%       40,920          2.71%       38,985         2.59%
 Time deposits                      205,263           5.52%      202,305          5.42%      170,252         4.29%
 Total average deposits            $397,303           3.81%     $395,580          3.76%     $356,833         3.10%



   The following table sets forth the maturity of time deposits of $100,000 or
 more at March 31, 1996 (in thousands):



                                          Time Deposits              Other                 Total
                                                                                    
 3 months or less                               $ 19,483                 $    -              $ 19,483
 Over 3 through 6 months                           8,575                      -                 8,575
 Over 6 through 12 months                          4,851                  3,000                 7,851
 Over 12 months                                    5,775                      -                 5,775
   Total                                        $ 38,414                $ 3,000              $ 41,414



   There were no time deposits of $100,000 or more that were issued by foreign
 offices at March 31, 1996.

                                Other Borrowings

 Other borrowings at March 31, 1996, December 31, 1995 and December 31, 1994
 are shown (in thousands) in the following table:


                                                   1996                    1995                    1994
                                                                                             
 Securities sold under agreement
   to repurchase                                      $  9,020                $ 16,815                $ 15,590
 Federal Home Loan Bank advances:
   Overnight advances                                    1,300                   2,200                   3,500
   Fixed term advances due in one
     year or less                                        3,000                   6,000                       -
   Fixed term advances due after
     one year                                            3,500                   3,500                       -
 Federal funds purchased                                 3,200                       -                     500
   Total other borrowings                             $ 20,020                $ 28,515                $ 19,590



   Federal Home Loan Bank advances are secured by stock of the Federal Home
 Loan Bank of Chicago and by residential mortgage loans.

   Information concerning such borrowings for the periods ended March 31, 1996
 (three months), December 31, 1995 (twelve months) and December 31, 1994 is as
 follows (in thousands):


                                                   1996                    1995                    1994
                                                                                           
 Maximum amount of borrowings
   outstanding at any month end                     $ 29,480                $ 36,770                $ 23,460
 Average amount outstanding                           23,011                  24,114                  13,103
 Weighted average interest
   rate-end of period                                  5.31%                    5.11%                   3.55%
 Weighted average interest
   rate during the year                                5.18%                    5.24%                   3.59%



                               Other Income

   Other income increased $210,000 or 21.4% to $1,193,000 in the first three
 months of 1996 as compared with $983,000 in the same period of 1995.  The
 following table sets forth information regarding the major components of and
 changes in other income (dollars in thousands).


                                         Three months ended                               Change
                                              March 31,                                  1996/1995
                                        1996             1995                    Amount           Percent
                                                                                            
 Trust fees                              $  333            $ 303                    $  30                 9.9%
 Brokerage and annuity fees                  48               48                        -                 -
 Service charges                            410              364                       46                12.6
 Securities gains, net                        2                -                        2               100.0
 Mortgage banking income                    105               27                       78               288.9
 Other                                      295              241                       54                22.4
   Total other income                    $1,193            $ 983                    $ 210                21.4%


   Trust fees for the first three months of 1996 increased slightly from
 $303,000 in the first three months of 1995 to $333,000 in 1996.  Trust assets
 have increase from $191 million to $222 million representing approximately 100
 accounts.

   Revenues from brokerage and annuity fees have remained constant in the first
 quarter of 1996 as compared with the same period ended 1995.

   Service charges on deposits consist of fees on both interest bearing and
 non-interest bearing accounts and charges for other items, including
 insufficient funds, overdrafts and stop payment requests.  These fees
 increased 12.6% when comparing year-to-date 1996 and 1995, primarily due to
 the increased balances in deposit accounts.

   During the three month period ended March 31, 1996, net gains from sales of
 securities was $2,000.  No securities were sold in the period ended March 31,
 1995.

   Mortgage banking income has increased significantly in the first quarter of
 1996 as compared to 1995.  This has resulted from Heartland originating more
 mortgage loans and selling them in the secondary market.  Also affecting loan
 sold income is FAS 122, "Accounting for Mortgage Servicing Rights" which the
 Registrant adopted January 1, 1996.  The Registrant recognized $32,000 of
 additional income by recording the value of the originated mortgage servicing
 rights associated with the loans sold during the first quarter of 1996.

   During the three month period ended March 31, 1996 as compared to the same
 period in 1995, other income increased $54,000 (22.4%).  This increase was a
 result of a gain on sale of $47,000 of the Sullivan facility's former
 bookkeeping building.


                                Other Expense

   Other expense decreased $70,000 or (1.9%) to $3,542,000 in the first three
 months of 1996 as compared with $3,612,000 in the first three months of 1995.
 Other expense as a percentage of average assets remained stable at .8% during
 the first three months of 1996 and 1995.  The following table sets forth
 information regarding the major components of and changes in other expense
 (dollars in thousands).


                                                     Three months ended                           Change
                                                          March 31,                              1996/1995
                                                    1996            1995                   Amount        Percent
                                                                                                 
 Salaries and employee benefits                     $ 1,927         $ 1,800                 $  127             7.1%
 Occupancy, furniture and equipment, net                560             549                     11             2.0
 Federal deposit insurance premiums                      68             221                  (153)           (69.2)
 Other                                                  987           1,042                   (55)            (5.3)
   Total other expense                              $ 3,542         $ 3,612                $  (70)            (1.9%)



   Salaries and employee benefits, the largest component of other expense,
 increased $127,000 or 7.1% during the first three months of 1996 as compared
 with the same period in 1995.  This increase was due to regular pay increases
 made to the employees.

   Net occupancy, furniture and equipment expense increased $11,000 or 2%
 during the first three months of 1996 compared with the same period in 1995.
 This increase was attributable in part to the new facility opened in Arcola in
 September 1995, and several remodeling projects being completed at facilities
 throughout the Company.

   FDIC Insurance premiums decreased $153,000 or (69.2%) in the three months of
 1996 compared with 1995.  This decrease was the result of a reduction in the
 deposit insurance assessments charged to members of the Bank Insurance Fund
 (the "BIF"), such as the Bank, from a range of 0.23% to 0.31% of deposits for
 the semi-annual assessment period which began January 1, 1995, to a range of
 $1,000 to 0.27% of deposits for the semi-annual assessment period which began
 January 1, 1996.  Heartland, as a member of the Savings Association Insurance
 Fund (the "SAIF"), was not affected by this reduction.  Because the SAIF
 reserves do not yet equal the statutorily designated reserve ratio of 1.25% of
 total SAIF-insured deposits, the FDIC is prohibited by federal law from
 reducing SAIF deposit insurance assessments to the levels currently charged
 members of the BIF.  As a result, SAIF assessments for the semi-annual
 assessment period which began January1, 1996, remain at the range 0.23% to
 0.31% of deposits, the same range in effect for the semi-annual assessment
 period which began January 1, 1995.

   Other expense decreased $55,000 or (5.3%) for the first three months of 1996
 as compared with the same period of 1995.  This decrease consisted of a $55,000
 net gain on the sale of other real estate owned property located in Neoga and
 Charleston.


                              Income Taxes

   The Registrant recorded federal income tax expense of $628,000 for the three
 months ended March 31, 1996, as compared to $405,000 for the same period in
 1995.  The effective federal income tax rate was 33.5% for the three months
 ended March 31, 1996, as compared with 29.6% in the same period in 1995.  Tax
 exempt interest as a percentage of total interest income declined in 1996,
 which contributed to the higher tax rates.  Also, the Registrant recorded
 state income tax in the amount of $72,000 for the three months ended March 31,
 1996.  In past years, the Registrant's low loan to deposit ratio and heavy
 reliance on interest income from state tax exempt securities had combined to
 produce operating losses for state tax purposes.  These net operating loss
 carryforwards generated in years past have now been exhausted.


                                 Liquidity

   Liquidity represents the ability of the Registrant and its subsidiaries to
 meet the present and future requirements of customers for new loans and
 deposit withdrawals.  Liquidity management focuses on the ability to obtain
 funds economically and to maintain assets which may be converted into cash at
 minimal costs.  The Registrant has provided for its liquidity needs through
 growth in core deposits, maturing loans and investment securities, and by
 maintaining adequate balances in other short-term investments.  Management
 continually and carefully monitors its expected liquidity requirements,
 focusing primarily on cash flows from operating, investing and financing
 activities.

   A summary of the Registrant's cash flows from these sources during the three
 month period ended March 31, 1996 and 1995 follows (in thousands):


                                                Three months ended
                                                     March 31,
                                              1996              1995
                                                           
 Cash flow provided by (used in):
 Operating activities                          $ 1,263           $ 2,466
 Investing activities                          (2,713)           (1,876)
 Financing activities                          (5,041)             8,403
   Total                                      $(6,491)           $ 8,993




   The Registrant's need for liquidity is influenced by several factors
 including the increased loan demand brought on by the economic expansion in
 the Registrant's market area.  Also affecting the Registrant's cash flow is
 its relationship with seasonal customers such as public entities, highway
 contractors and those associated with the agricultural industry.


                              Capital Resources

   The Registrant and its subsidiaries have capital ratios which are higher
 than the fully-phased in regulatory capital requirements.  The requirements
 call for a minimum total risk-based capital ratio of 8% and a minimum leverage
 ratio of 3% for the most highly rated banks that do not expect significant
 growth.  All other institutions are required to maintain a ratio of Tier 1
 capital to total assets of 4% to 5% depending on their particular
 circumstances and risk profiles.  At March 31, 1996, the Registrant's leverage
 ratio was 6.61%.

   A tabulation of the Registrant's and its subsidiaries' risk-based capital
 ratios as of March 31, 1996, follows:


                                                         Tier one                   Total
                                                        risk-based               risk-based
                                                       capital ratio            capital ratio
                                                                                       
 First Mid-Illinois Bancshares, Inc.                                11.0%                    12.0%
 First Mid-Illinois Bank & Trust, N.A.                              12.4%                    13.4%
 Heartland Savings Bank                                             17.1%                    17.9%



   Banks and bank holding companies are generally expected to operate at or
 above the minimum capital requirements.   These ratios are well in excess of
 regulatory minimums and will allow the Registrant to operate without capital
 adequacy concerns.

 PART II - OTHER INFORMATION

 Item 1.  Legal Proceedings.

          There are no material pending legal proceedings to which the
 Registrant or any of its subsidiaries is a party other than ordinary
 routine litigation incidental to their respective businesses.

 Item 2.  Changes in Securities.

          Not applicable.

 Item 3.  Defaults upon Senior Securities.

          Not applicable.

 Item 4.  Submission of Matters to a Vote of Security Holders.

          None.

 Item 5.  Other Information.

          Not applicable.

 Item 6.  Exhibits and Reports on Form 8-K.

          (a) Exhibits

              27.  Financial Data Schedule

          (b) Form 8-K

              None filed during the three month period ended March 31, 1996.

                                 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 thereunto duly authorized.


               FIRST MID-ILLINOIS BANCSHARES, INC. (Registrant)



 Date:     May 10, 1996                 /s/ Daniel E. Marvin, Jr.
       ____________________        _____________________________________
                                            Daniel E. Marvin, Jr.
                                   President and Chief Executive Officer


 Date:     May 10, 1996                 /s/ William S. Rowland
       ____________________       ____________________________________
                                            William S. Rowland
                                         Chief Financial Officer