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):
                                  JUNE 22, 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 June 22, 2004, the Board of Directors of First Mid-Illinois Bancshares,
Inc. approved a three-for-two stock split in the form of a 50 percent stock
dividend.  The stock dividend will be paid on July 16, 2004 to stockholders of
record on July 6, 2004.

     The stock dividend will increase the number of shares issued and
outstanding by approximately 1,490,770 shares.  Shareholders of record on
July 6, 2004 can expect to receive specific information concerning their stock
dividend shortly after July 16, 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.


Dated:  June 22, 2004               By: __________________________________
                                        William S. Rowland
                                        President and Chief Executive Officer