SECURITIES AND EXCHANGE COMMISSION


                            Washington, DC 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)   September 21, 1999
                                                     --------------------


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



   Delaware                    0-13368                     37-1103704
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   (State or other          (Commission                   (IRS Employer
   jurisdiction of          File Number)                  Identification
   incorporation)                                         No.)


   1515 Charleston Avenue, P.O. Box 499, Mattoon, Illinois     61938
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   (Address of principal executive offices)                (Zip Code)



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



                               Not Applicable
    ---------------------------------------------------------------------
        (Former name or former address, if changed since last report)





   ITEM 5.   OTHER EVENTS

        On September 21, 1999, the Board of Directors (the "Board") of
   First Mid-Illinois Bancshares, Inc. (the "Corporation") declared a
   dividend distribution of one right (each a "New Right") for each
   outstanding share of the common stock, par value $4.00 per share, of
   the Corporation ("Common Stock") to stockholders of record at the
   close of business on October 12, 1999 (the "Record Date"). Each Right
   will entitle the registered holder to purchase from the Corporation
   one share of Common Stock at an exercise price of $125.00, subject to
   adjustment (as adjusted from time to time, the "Purchase Price"). The
   description and terms of the Rights are set forth in a Rights
   Agreement, dated as of September 21, 1999 (the "Rights Agreement"),
   between the Corporation and Harris Trust and Savings Bank, as Rights
   Agent.

        Initially following the Record Date, the Rights will be attached
   to all certificates representing shares of Common Stock then
   outstanding, and no separate Rights Certificates will be distributed.
   Unless previously redeemed by the Board in accordance with the Rights
   Agreement, the Rights will separate from the Common Stock and a
   "Distribution Date" will occur upon the earlier of (i) 20 days
   following the Stock Acquisition Date (as defined below) or (ii) 20
   days (or such later date as the Board shall determine, provided that
   no deferral of such date may be made by the Board at any time during
   the Special Period (as defined below)) after the date a tender or
   exchange offer that would result in a person or group beneficially
   owning 15% or more of the outstanding shares of Common Stock is first
   published, sent or given to the Corporation's stockholders.  The
   "Special Period" is defined as the 180-day period following the
   effectiveness of any election of directors, occurring after a public
   announcement (and prior to the withdrawal or abandonment of such
   announcement) by a third party of an intent or proposal to engage
   (without the current and continuing concurrence of the Board) in a
   transaction involving an acquisition of or business combination with
   the Corporation or otherwise to become an Acquiring Person (as defined
   below), which election results in a majority of the Board being
   comprised of persons who were not nominated by the Board in office
   immediately prior to such election.

        The "Stock Acquisition Date" is defined as the earlier of (x) the
   first date of public announcement by the Corporation that any person
   or group (other than certain exempt persons or groups) has acquired,
   or obtained the right to acquire, beneficial ownership of 15% or more
   of the shares of Common Stock then outstanding or (y) the date that
   any person enters into an agreement with the Corporation or any of its
   subsidiaries providing for an Acquisition Transaction (as defined
   below) (any person described in clause (x) or clause (y) above is
   referred to as an "Acquiring Person").  None of Margaret Lumpkin Keon,
   Mary Lumpkin and Richard Anthony Lumpkin or any of their respective
   descendants or certain related trusts or other entities (or a group
   comprised solely of such persons) will be deemed to be an Acquiring

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   Person as long as all such persons beneficially own less than 40.1% of
   the outstanding shares of Common Stock.  An "Acquisition Transaction"
   is defined as (a) a merger, consolidation or similar transaction as a
   result of which stockholders of the Corporation will own less than 60%
   of the outstanding shares of Common Stock or the common stock of a
   publicly traded entity which controls the Corporation or into which
   the Corporation has been merged or otherwise combined (based solely on
   the shares of Common Stock received by such stockholders, in their
   capacity as stockholders of the Corporation, pursuant to such
   transactions), (b) a purchase of all or a substantial portion of the
   assets of the Corporation and its subsidiaries, or (c) a purchase or
   other acquisition of securities representing 15% or more of the shares
   of Common Stock then outstanding.

        Following the Record Date and until the Distribution Date, (i)
   the Rights will be evidenced by the Common Stock certificates and will
   be transferred only with such Common Stock certificates, (ii) new
   Common Stock certificates issued after the Record Date will contain a
   notation incorporating the Rights Agreement by reference and (iii) the
   surrender for transfer of any certificate for Common Stock outstanding
   will also constitute the transfer of the Rights associated with the
   Common Stock represented by such certificate.

        The Rights will not be exercisable until the Distribution Date
   and will expire at the close of business on September 21, 2009, unless
   earlier redeemed by the Corporation as described below.

        As soon as practicable after the Distribution Date, Rights
   Certificates will be mailed to holders of record of the Common Stock
   as of the close of business on the Distribution Date and, thereafter,
   the separate Rights Certificates alone will represent the Rights.
   Except as otherwise determined by the Board, only shares of Common
   Stock issued prior to the Distribution Date will be issued with
   Rights.

        In the event (a "Flip-in Event") that any person, at any time
   after the date of the Rights Agreement, becomes an Acquiring Person,
   each holder of a Right thereafter will have the right to receive, upon
   exercise thereof, Common Stock (or, in certain circumstances, cash,
   property or other securities of the Corporation) having a value equal
   to two times the Purchase Price. Notwithstanding any of the foregoing,
   following the occurrence of a Flip-in Event, all Rights that are, or
   (under certain circumstances specified in the Rights Agreement) were,
   beneficially owned by an Acquiring Person, any of its associates or
   affiliates, and certain of its transferees, will be null and void.
   Moreover, the Rights will not be exercisable following the first
   occurrence of a Flip-in Event until such time as the Rights are no
   longer redeemable by the Corporation as described below.

        In the event that, at any time following the Stock Acquisition
   Date, (i) the Corporation is acquired in a merger or other business
   combination transaction, or (ii) 50% or more of the Corporation's

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   assets or earning power is sold or transferred (each, a "Flip-over
   Event"), each holder of a Right (except Rights which previously have
   been voided as described above) shall thereafter have the right to
   receive, upon exercise thereof, common stock or other securities of
   the acquiring company having a value equal to two times the Purchase
   Price.

        The Purchase Price payable, and the number of shares of Common
   Stock or other securities or property issuable, upon exercise of the
   Rights are subject to adjustment from time to time in accordance with
   customary anti-dilution provisions.

        With certain exceptions, no adjustment to the Purchase Price will
   be required until cumulative adjustments amount to at least 1% of the
   Purchase Price. No fractional shares will be issued.

        At any time after the Rights become exercisable for Common Stock,
   the Board may exchange the unexercised Rights (other than Rights owned
   by any Acquiring Person which have become void), in whole or in part,
   at an exchange ratio of one share of Common Stock per Right (subject
   to adjustment). Notwithstanding the foregoing, no such exchange of the
   Rights may be authorized by the Board during the Special Period or at
   any time when the Rights are not redeemable.

        The Board is empowered to redeem the Rights in whole, but not in
   part, at a price of $0.01 per Right (the "Redemption Price") at any
   time before the earlier of (i) the close of business on the 20th day
   following the Stock Acquisition Date or (ii) the final expiration date
   of the Rights.  Immediately upon the action of the Board ordering
   redemption of the Rights, the Rights will terminate and the only right
   of the holders of Rights will be to receive the Redemption Price.

        Notwithstanding the foregoing, in the event that after a public
   announcement (and prior to the withdrawal or abandonment of such
   announcement) by a third party of an intent or proposal to engage
   (without the current and continuing concurrence of the Board) in a
   transaction involving an acquisition of or business combination with
   the Corporation or otherwise to become an Acquiring Person, there is
   an election of directors (whether at one or more stockholder meetings
   and/or pursuant to written stockholder consents) resulting in a
   majority of the Board being comprised of persons who were not
   nominated by the Board in office immediately prior to such election,
   then following such election and for a period of 180 days (the
   "Special Period"), the Rights, if otherwise then redeemable, will only
   be redeemable by the Board either (1) if they have followed certain
   prescribed procedures or (2) in any other case, provided that, if in
   any such other case their decision regarding redemption and any
   acquisition or business combination is challenged as a breach of
   fiduciary duty of care or loyalty, the directors can establish the
   entire fairness of such decision without the benefit of any business
   judgement rule or other presumption.  The procedures required under
   clause (1) include: (a) the retention of an independent financial

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   advisor, and the receipt by the Board of (i) the views of such advisor
   regarding whether redemption of the Rights will serve the best
   interests of the Corporation and its stockholders, or (ii) such
   advisor's statement that it is unable to express such a view, setting
   forth the reason therefor; and (b) with respect to any pending
   acquisition or business combination proposal, (i) the implementation
   by the Board, with the advice of its independent financial advisor, of
   a process and procedures which the Board and such advisor conclude
   would be most likely to result in the best value reasonably available
   to stockholders, (ii) receipt of a fairness opinion from such advisor,
   and the Board determining, and such advisor confirming, that it has no
   reason to believe that a superior transaction is reasonably available,
   and (iii) execution of a definitive transaction agreement.

        Until a Right is exercised, the holder thereof, as such, will
   have no rights as a stockholder of the Corporation, including, without
   limitation, the right to vote or to receive dividends.  While the
   distribution of the Rights will not be taxable to stockholders or to
   the Corporation, stockholders may, depending upon the circumstances,
   recognize taxable income in the event that the Rights become exercis-
   able for Common Stock (or other consideration) or for common stock of
   an acquiring company as set forth above.

        The Rights Agreement may be amended by the Board (a) prior to the
   Distribution Date, in any manner and (b) after the Distribution Date,
   in order to (i) cure any ambiguity, (ii) correct or supplement
   provisions which may be defective or inconsistent, (iii) make changes
   which do not adversely affect the interests of holders of Rights
   (other than those held by an Acquiring Person or certain related
   persons) or (iv) shorten or lengthen any time period under the Rights
   Agreement (including the time period governing redemption), provided
   that no supplement or amendment to the Rights Agreement may be made
   during the Special Period or at any time when the Rights are
   nonredeemable other than supplements or amendments of the type
   contemplated by clause (i) or (ii) above.

        The Rights may have certain anti-takeover effects.  The Rights
   will cause a substantial dilution to a person or group that attempts
   to acquire the Corporation unless the acquisition is conditioned on a
   substantial number of Rights being acquired.  The Rights should not
   interfere with any merger or other business combination properly
   approved by the Board.

        The Rights Agreement is incorporated by reference as Exhibit 4.1
   hereto and is incorporated herein by reference. The foregoing summary
   description of the Rights does not purport to be complete and is
   qualified in its entirety by reference to the full text of the Rights
   Agreement.


   ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
             EXHIBITS


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        4.1  Rights Agreement, dated as of September 21, 1999, between
             First Mid-Illinois Bancshares, Inc. and Harris Trust and
             Savings Bank, as Rights Agent (incorporated by reference to
             Exhibit 4.1 to First Mid-Illinois Bancshares, Inc.'s
             Registration Statement on Form 8-A filed with the Securities
             and Exchange Commission on September 23, 1999).
















































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                                  SIGNATURE


   Pursuant to the requirements of the Securities Exchange Act of 1934,
   as amended, 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
                                         -------------------------------
                                           Name:     William S. Rowland
                                           Title:    President

   Dated:    September 22, 1999




































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                                EXHIBIT INDEX



   Exhibit No.              Description
   -----------              -----------

       4.1                  Rights Agreement, dated  as of September  21,
                            1999, between First Mid-Illinois  Bancshares,
                            Inc. and Harris  Trust and  Savings Bank,  as
                            Rights  Agent (incorporated  by reference  to
                            Exhibit 4.1 to First Mid-Illinois Bancshares,
                            Inc.'s  Registration  Statement on  Form  8-A
                            filed  with   the  Securities   and  Exchange
                            Commission on September 23, 1999).



































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