SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROWLAND WILLIAM S

(Last)

(First)

(Middle)

# 1 PRAIRIE SUN LANE

(Street)

MATTOON

61938

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST MID ILLINOIS BANCSHARES INC [ FMBH.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres & Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								3,564.694	I	By 401K
Common Stock	06/18/2004		J⁽⁹⁾	V	23.971	A	$48.75	16,426.185⁽¹⁰⁾	I	By IRA
Common Stock	06/18/2004		J⁽⁹⁾	V	2.745	A	$48.75	631.484⁽¹⁰⁾	D
Common Stock	06/18/2004		J⁽⁹⁾	V	17.093	A	$48.75	2,621.042	I	By Deferred Comp
Common Stock	09/30/2004		P		1.458	A	$32.5	3,933.021⁽¹⁰⁾	I	By Deferred Comp

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$10.45							10/21/1998⁽¹⁾	10/21/2007	Common Stock	9,000⁽¹⁰⁾		9,000	D
Stock Option	$14.99							10/01/1999⁽²⁾	01/12/2008	Common Stock	4,500⁽¹⁰⁾		13,500	D
Stock Option	$15.56							01/01/2000⁽³⁾	12/22/2008	Common Stock	4,500⁽¹⁰⁾		18,000	D
Stock Option	$15.33							01/01/2001⁽⁴⁾	12/13/2009	Common Stock	12,375⁽¹⁰⁾		30,375	D
Stock Option	$12.56							01/01/2002⁽⁵⁾	12/18/2010	Common Stock	5,625⁽¹⁰⁾		36,000	D
Stock Option	$16							01/01/2003⁽⁶⁾	12/18/2011	Common Stock	13,500⁽¹⁰⁾		49,500	D
Stock Option	$18.17							01/01/2004⁽⁷⁾	12/16/2012	Common Stock	12,000⁽¹⁰⁾		61,500	D
Stock Option	$31							01/01/2005⁽⁸⁾	12/16/2013	Common Stock	12,000⁽¹⁰⁾		73,500	D

Explanation of Responses:

1. Options become exerciseable in 4 equal annual installments beginning on 10/21/1998.

2. Options become exerciseable in 4 equal annual installments beginning on 01/01/1999.

3. Options become exerciseable in 4 equal annual installments beginning on 01/01/2000.

4. Options become exerciseable in 4 equal annual installments beginning on 01/01/2001.

5. Options become exerciseable in 4 equal annual installments beginning on 01/01/2002.

6. Options become exerciseable in 4 equal annual installments beginning on 01/01/2003.

7. Options become exerciseable in 4 equal annual installments beginning on 01/01/2004.

8. Options become exerciseable in 4 equal annual installments beginning on 01/01/2005.

9. Shares purchased through the company's dividend reinvestment plan with dividends paid on shares of common stock held.

10. Share balance has been adjusted to reflect a 3 for 2 stock split that occurred on July 16, 2004.

	William S. Rowland	10/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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