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):
                                  JULY 16, 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)





Item 5.   Other Events

     Pursuant  to Rule 416 under  the  Securities  Act of 1933 (the  "Securities
Act"),  the number of shares of Common Stock of the  Registrant  registered  for
sale under the Securities Act by the following Registration  Statements on Forms
S-3 and S-8,  which remain  unsold as of July 16,  2004,  have been deemed to be
increased  accordingly to reflect a  three-for-two  stock split in the form of a
50% stock dividend effected on July 16, 2004.

     Registration  Statement  on Form S-3 (Reg.  No.  333-81850)  filed with the
Securities and Exchange Commission (the "SEC") on January 31, 2002.

     Registration  Statement on Form S-8 (Reg. No. 333-81852) filed with the SEC
on January 31, 2002.

     Registration  Statement on Form S-8 (Reg. No. 333-69673) filed with the SEC
on December 23, 1998.

     Registration  Statement on Form S-8 (Reg. No.  33-64139) filed with the SEC
on November 13, 1995.

     Registration  Statement on Form S-8 (Reg. No.  33-64061) filed with the SEC
on November 8, 1995.

     Registration  Statement on Form S-3 (Reg. No.  33-84404) filed with the SEC
on September 23, 1994.







                                    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:  July 16, 2004                      By: /s/ William S. Rowland

                                           William S. Rowland
                                           President and Chief Executive Officer