UNITED STATES
                       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 (Date of Earliest Event Reported):
                                 AUGUST 24, 2004


                       FIRST MID-ILLINOIS BANCSHARES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE
                 (State of Other Jurisdiction of Incorporation)

                  0-13368                           37-1103704
           (Commission File Number)       (IRS Employer Identification No.)


                    1515 CHARLESTON AVENUE, MATTOON, IL 61938
           (Address Including Zip Code of Principal Executive Offices)

                                 (217) 234-7454
              (Registrant's Telephone Number, including Area Code)










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
     (17CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
     240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17CFR 240.13e-4(c))






Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
     Appointment of Principal Officers.


Effective  August 24, 2004, the Board of Directors of the  Registrant  appointed
Joseph  R.  Dively  to  serve  as a  director  of  the  Registrant  and  of  the
Registrant's  banking subsidiary,  First Mid-Illinois Bank & Trust, N.A., and to
the Audit Committee and the  Compensation  Committee of the Registrant,  as more
particularly described in Exhibit 99.

Consolidated Communications, Inc., for which Mr. Dively is Senior Vice President
and President of Telephone Operations,  and its affiliates provided paging, long
distance/800  and  private  line  services,  voice  mail  and  customer  premise
equipment services to the Registrant in the amount of $436,653 during 2003.



Item 9.01.   Financial Statements and Exhibits.

(a)      None required
(b)      None required
(c)      Exhibits

         Exhibit 99 - Press release issued August 24, 2004







                                    SIGNATURE

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.



Date:  August 26, 2004                /s/ Michael L. Taylor

                                      Michael L. Taylor
                                      Vice President and Chief Financial Officer




































                                INDEX TO EXHIBITS



Exhibit
Number            Description

--------------------------------------------------------------------------------
 99               Press release issued August 24, 2004


























































                                                                      Exhibit 99


TO:      PRESS

FR:      Bill Rowland
         CEO, First Mid-Illinois Bancshares, Inc.

DA:      8/24/04

RE:      Board Appointment

First Mid-Illinois Bancshares,  Inc. has appointed Joseph R. Dively to its Board
of  Directors  and to the Board of  Directors  of its banking  subsidiary  First
Mid-Illinois  Bank & Trust,  N.A. He will also join the Audit  Committee and the
Compensation Committee of the Company.  Dively, 45, is a resident of Charleston,
Illinois and is Senior Vice President and President of Telephone  Operations for
Consolidated  Communications,  Inc., Mattoon,  Illinois. Dively is a graduate of
Eastern  Illinois  University and recently  received an award as a distinguished
alumnus of that  University.  He currently  serves on the Boards of Directors of
the Illinois State Chamber of Commerce, Sarah Bush Lincoln Health Systems and is
past  president of the  Charleston  Area  Chamber of Commerce.  Prior to joining
Consolidated  Communications  in 1991,  Dively had been  employed  by IBM and by
Caterpillar Tractor.

First  Mid-Illinois  Bancshares,  Inc.  is  headquartered  in Mattoon and is the
parent company for First  Mid-Illinois Bank & Trust,  N.A., The Checkley Agency,
Inc.,  and  Mid-Illinois  Data  Services,  Inc.  First Mid operates  twenty-four
banking  centers  in  seventeen  communities,   including:   Champaign,  Urbana,
Monticello, Mattoon, Charleston, Decatur, Effingham, Highland, Maryville, Neoga,
Pocahontas,  Sullivan, Altamont, Arcola, Tuscola, Taylorville, and De Land. More
information    about   First    Mid-Illinois    Bancshares   is   available   at
www.firstmid.com.

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