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):
                                OCTOBER 27, 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 8.01.   Other Events

Incorporated  by reference is the  quarterly  shareholder  report  issued by the
Registrant on October 27, 2004,  attached as Exhibit 99,  providing  information
concerning the Registrant's financial statements as of September 30, 2004.



Item 9.01.   Financial Statements and Exhibits

(a)      None required
(b)      None required
(c)      Exhibits
 
         Exhibit  99 -  Quarterly  shareholder  report  as of and for the  
         period  ending September 30, 2004















                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has dully  caused  this  Report  to be  signed on its  behalf by the
undersigned hereunto duly authorized.

                                           FIRST MID-ILLINOIS BANCSHARES, INC.



Dated: October 27, 2004                    By: /s/  William S. Rowland

                                           William S. Rowland
                                           President and Chief
                                           Executive Officer











                                INDEX TO EXHIBITS

Exhibit
Number          Description
--------------------------------------------------------------------------------
    99          Quarterly shareholder report issued October 27, 2004
















                                                                      Exhibit 99
[GRAPHIC OMITTED][GRAPHIC OMITTED]

Our financial  results for the first nine months of 2004 were good, with diluted
earnings  per share  amounting  to $1.56 as  compared  to $1.42  during the same
period in 2003. Net income  increased to $7,181,000 for the first nine months of
2004 as compared to $6,877,000  for the first nine months of 2003. All share and
per share  information  for current and prior  periods  presented in this report
have been adjusted to reflect the three-for-two stock split in the form of a 50%
stock dividend completed in July 2004.

An  increase in net  interest  income was the  primary  factor in 2004  earnings
growth. Net interest income before provision for loan losses was $21,187,000 for
the first nine months of 2004 as compared to $19,965,000  for the same period in
2003, an increase of  $1,222,000.  Growth in net average  earning  assets and an
increase in margin  contributed  to the  increase in net interest  income.  Loan
balances  increased  $44 million in 2004 and deposit  balances  increased by $33
million.  The net interest margin for the first nine months of 2004 increased to
3.87% on a tax equivalent  basis from 3.81% for the first nine months of 2003 as
a result of the loan growth and lower funding costs.

Our provision for loan losses  amounted to $437,000 for the first nine months of
2004 as  compared to  $750,000  during the same  period  last year.  The reduced
provision is primarily  due to a decline in the level of  non-performing  loans.
Non-performing  loans on  September  30,  2004 were  $3,606,000  as  compared to
$4,766,000 on September 30, 2003.  Net  charge-offs  were $303,000 for the first
nine months of 2004 as compared with $204,000 for the same period last year.

Non-interest income for the first nine months of 2004 was $8,717,000 compared to
$9,487,000 for the same period last year. As we anticipated,  mortgage refinance
activity slowed  considerably in 2004 and mortgage  banking revenue  declined to
$384,000 for the first nine months of 2004 compared to  $1,581,000  for the same
period last year.  Increases in trust and brokerage fees have  partially  offset
these declines. Trust revenues have increased from $1,444,000 for the first nine
months of 2003 to $1,676,000  for the first nine months of 2004. The increase in
revenues  is the  result of  improvement  in  equity  prices  and  growth in new
business. Trust assets increased from $339 million on September 30, 2003 to $354
million on September 30, 2004.

Non-interest expenses increased by $408,000 compared to the first nine months of
2003 as a result of increased  costs for salaries and benefits,  marketing costs
for deposit  promotions,  and  professional  fees incurred in  implementing  the
requirements of the Sarbanes-Oxley Act of 2002.

During the third  quarter of 2004,  we completed the initial phase of our retail
deposit realignment. Customers have had a favorable response to the new products
and we have added 977 new deposit  accounts  since the new  products  were first
introduced.  In  addition  to the  deposit  products,  we have made it much more
convenient  for customers to obtain a home mortgage loan with the  completion of
our online mortgage  center.  A customer can apply and receive  pre-approval for
their home mortgage loan online.  This  provides the customer  peace-of-mind  as
they search for their new home.  Initial  customer usage has been very good with
over 5,000 hits to this page of our website in the last few months.

Thank  you for your  continued  support  and  confidence  in First  Mid-Illinois
Bancshares, Inc.

Sincerely,

/s/ William S. Rowland

William S. Rowland
Chairman and Chief Executive Officer

October 27, 2004





                       First Mid-Illinois Bancshares, Inc.
                             1515 Charleston Avenue
                             Mattoon, Illinois 61938
                                  217-234-7454

                                www.firstmid.com












CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)   (unaudited)     September 30,   December 31,
--------------------------------------------------------------------------------
                                                            2004           2003
Assets
Cash and due from banks                                  $16,918        $20,659
Federal funds sold and other interest-bearing deposits       732          4,290
Investment securities:
 Available-for-sale, at fair value                       168,341        176,481
 Held-to-maturity, at amortized cost (estimated fair
  value of $1,628 and $1,687 at September 30, 2004
  and December 31, 2003,  respectively)                    1,567          1,677
Loans                                                    597,406        552,824
Less allowance for loan losses                            (4,560)        (4,426)
--------------------------------------------------------------------------------
  Net loans                                              592,846        548,398
Premises and equipment, net                               15,471         16,059
Goodwill, net                                              9,034          9,034
Intangible assets, net                                     3,497          3,969
Other assets                                              13,656         13,078
--------------------------------------------------------------------------------
  Total assets                                          $822,062       $793,645
================================================================================
Liabilities and Stockholders' Equity
Deposits:
  Non-interest bearing                                   $85,151        $94,723
  Interest bearing                                       563,199        520,269
--------------------------------------------------------------------------------
    Total deposits                                       648,350        614,992
Repurchase agreements with customers                      53,153         59,875
Junior subordinated debentures                            10,310              -
Other borrowings                                          34,900         39,925
Other liabilities                                          6,623          8,258
--------------------------------------------------------------------------------
  Total liabilities                                      753,336        723,050
--------------------------------------------------------------------------------
Stockholders' Equity:
Common stock ($4 par value; authorized
   18,000,000 shares; issued 5,564,207 shares
   in 2004 and 5,501,831 shares in 2003)                  22,257         14,672
Additional paid-in capital                                17,561         15,960
Retained earnings                                         51,763         52,942
Deferred compensation                                      2,198          1,881
Accumulated other comprehensive income                     1,092          1,581
Treasury stock at cost, 1,098,676 shares in
   2004 and 801,928 shares in 2003                       (26,145)       (16,441)
--------------------------------------------------------------------------------
  Total stockholders' equity                              68,726         70,595
--------------------------------------------------------------------------------
  Total liabilities and stockholders' equity            $822,062       $793,645
================================================================================



CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands)   (unaudited)
--------------------------------------------------------------------------------
For the nine month period ended September 30,                   2004       2003
Interest income:
Interest and fees on loans                                   $24,941    $24,245
Interest on investment securities                              4,574      4,649
Interest on federal funds sold and other                          72        222
--------------------------------------------------------------------------------
    Total interest income                                     29,587     29,116
Interest expense:
Interest on deposits                                           6,634      7,549
Interest on repurchase agreements with customers                 245        193
Interest on subordinated debt                                    255          -
Interest on other borrowings                                   1,266      1,409
--------------------------------------------------------------------------------
    Total interest expense                                     8,400      9,151
--------------------------------------------------------------------------------
Net interest income                                           21,187     19,965
Provision for loan losses                                        437        750
--------------------------------------------------------------------------------
Net interest income after provision for loan losses           20,750     19,215
Non-interest income:
Trust revenues                                                 1,676      1,444
Brokerage commissions                                            298        209
Insurance commissions                                          1,112      1,141
Service charges                                                3,572      3,303
Securities gains, net                                             92        370
Mortgage banking revenues                                        384      1,581
Other                                                          1,583      1,439
--------------------------------------------------------------------------------
  Total non-interest income                                    8,717      9,487
Non-interest expense:
Salaries and employee benefits                                10,087      9,928
Net occupancy and equipment expense                            3,237      3,202
Amortization of intangible assets                                472        577
Other                                                          4,860      4,541
--------------------------------------------------------------------------------
  Total non-interest expense                                  18,656     18,248
--------------------------------------------------------------------------------
Income before income taxes                                    10,811     10,454
Income taxes                                                   3,630      3,577
--------------------------------------------------------------------------------
Net income                                                    $7,181     $6,877
================================================================================


Per Share Information
(unaudited)
--------------------------------------------------------------------------------
For the nine month period ended September 30,                   2004       2003
Basic earnings per share                                       $1.59      $1.45
Diluted earnings per share                                     $1.56      $1.42
Book value per share                                          $15.39     $14.90
Market price of stock                                         $36.50     $31.50


CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)  (unaudited)
--------------------------------------------------------------------------------
For the nine month period ended September 30,                   2004       2003
Balance at beginning of year                                 $70,595    $66,807
Net income                                                     7,181      6,877
Dividends on stock                                              (949)      (791)
Issuance of stock                                              1,775      1,580
Purchase of treasury stock                                    (9,479)    (3,466)
Deferred compensation adjustment                                  92          -
Changes in accumulated other comprehensive
   income (loss)                                                (489)      (706)
--------------------------------------------------------------------------------
Balance at end of year                                       $68,726    $70,301
================================================================================