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


                                NOVEMBER 15, 1999

                         COMMISSION FILE NUMBER: 0-13368



                       FIRST MID-ILLINOIS BANCSHARES, INC.
             (Exact name of Registrant as specified in its charter)



       DELAWARE                               37-1103704
(State or other jurisdiction of        (I.R.S. employer identification No.)
 incorporation or organization)



       1515  CHARLESTON  AVENUE / PO BOX 499,  MATTOON,  ILLINOIS 61938
            (Address and Zip Code of Principal Executive Offices)



                              (217) 234-7454
             (Registrant's telephone number, including area code)






ITEM 5: OTHER EVENTS

     In July 1992, the Company  issued 620 shares of Class A, 9.25%  convertible
preferred  stock at a  conversion  price of $12.37 per share (as  adjusted for a
two-for-one  stock split in May, 1997).  These  preferred  shares were issued in
order  to  acquire  Heartland  Federal  Savings  & Loan  Association.  Effective
November 15, 1999,  the Company  converted all of these  preferred  shares which
were then outstanding into common shares.







                           SIGNATURES

     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.

                                           By:  /S/ WILLIAM S. ROWLAND

                                                William S. Rowland
                                      President and Chief Executive Officer


Date: JANUARY 17, 2000