SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C.  20549

                            FORM 8-K

                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934

        Date of Report                 AUGUST 5, 1998
(Date of earliest event reported)

               FIRST MID-ILLINOIS BANCSHARES, INC.
      (Exact name of Registrant as specified in its charter)

                            DELAWARE
          (State or other jurisdiction of incorporation)

       0-13368                                37-1103704
(Commission File Number)         (I.R.S. Employer Identification Number)

            1515 CHARLESTON AVENUE, MATTOON, ILLINOIS   61938
            (Address of principal executive offices)(Zip Code)

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


ITEM 5.  OTHER EVENTS

     On  August  5,  1998, the Registrant announced through a letter to its
stockholders that its  Board  of Directors has authorized the repurchase of
up to three percent (3%) of the  total  number  of  shares of the Company's
common  stock  outstanding.   For more information regarding  this  matter,
reference  is made to the letter  to  stockholders,  a  copy  of  which  is
attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         EXHIBIT NO.
     
         99.1 Letter to Stockholders, dated August 5, 1998


                            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.

                                   FIRST MID-ILLINOIS BANCSHARES, INC.

Dated:  August 5, 1998             By:/S/ WILLIAM S. ROWLAND
                                   William S. Rowland
                                   Chief Financial Officer