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):
                                FEBRUARY 27, 2004


                       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) (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)





Item 5.  Other Events


         On February 27, 2004, First Mid-Illinois Bancshares, Inc. (the
"Company") completed the issuance and sale of $10 million of floating rate trust
preferred securities (the "Securities") through First Mid-Illinois Statutory
Trust I (the "Trust") as part of a pooled offering. The Company established the
Trust for the purpose of issuing the Securities. The underlying junior
subordinated debt securities issued by the Company to the Trust mature in 2034,
bear interest at three-month LIBOR plus 280 basis points, reset quarterly, and
are callable, at the option of the Company, at par on or after April 7, 2009.
The Company intends to use the proceeds of the offering for general corporate
purposes.

         The Securities have not been registered under the Securities Act of
1933, as amended (the "Act") and may not be offered or sold in the United States
absent registration or an exemption from the registration requirements. This
notice does not constitute an offer to sell or the solicitation of an offer to
buy the Securities.

















                                    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.


Dated:  February 27, 2004         By: /s/ Michael L. Taylor
                                      Michael L. Taylor
                                      Vice President and Chief Financial Officer