<SUBMISSION>
<ACCESSION-NUMBER>0000700565-04-000146
<TYPE>3
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040824
<FILING-DATE>20040825
<DATE-OF-FILING-DATE-CHANGE>20040825
<REPORTING-OWNER>
<OWNER-DATA>
<CONFORMED-NAME>Dively Joseph R
<CIK>0001301318
</OWNER-DATA>
<FILING-VALUES>
<FORM-TYPE>3
<ACT>34
<FILE-NUMBER>000-13368
<FILM-NUMBER>04995788
</FILING-VALUES>
<BUSINESS-ADDRESS>
<PHONE>217-348-1800
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>13179 E. COUNTY ROAD 720N
<CITY>CHARLESTON
<STATE>IL
<ZIP>61920
</MAIL-ADDRESS>
</REPORTING-OWNER>
<ISSUER>
<COMPANY-DATA>
<CONFORMED-NAME>FIRST MID ILLINOIS BANCSHARES INC
<CIK>0000700565
<ASSIGNED-SIC>6022
<IRS-NUMBER>371103704
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<BUSINESS-ADDRESS>
<STREET1>1515 CHARLESTON AVE
<STREET2>PO BOX 499
<CITY>MATTOON
<STATE>IL
<ZIP>61938
<PHONE>2172347454
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1515 CHARLESTON AVENUE
<STREET2>PO BOX 499
<CITY>MATTOON
<STATE>IL
<ZIP>61938
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>FIRST-MID ILLINOIS BANCSHARES INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</ISSUER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>form3_dively-082404ex.xml
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2004-08-24</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000700565</issuerCik>
        <issuerName>FIRST MID ILLINOIS BANCSHARES INC</issuerName>
        <issuerTradingSymbol>FMBH.OB</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001301318</rptOwnerCik>
            <rptOwnerName>Dively Joseph R</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>13179 E. COUNTY ROAD 720 N</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>CHARLESTON</rptOwnerCity>
            <rptOwnerState>IL</rptOwnerState>
            <rptOwnerZipCode>61920</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>100</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <ownerSignature>
        <signatureName>Michael L. Taylor, pursuant to Power of Attorney attached.</signatureName>
        <signatureDate>2004-08-25</signatureDate>
    </ownerSignature>
</ownershipDocument>

</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>powerofatt_dively.txt
<DESCRIPTION>JOSEPH R. DIVELY
<TEXT>
                                                          1

                                POWER OF ATTORNEY

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of William S. Rowland and Michael L. Taylor, signing singly, the
undersigned's true and lawful attorney-in-fact to:

(1)  execute for and on behalf of the undersigned, in the undersigned's capacity
     as a  beneficial  owner of more  than 10  percent  of any  class of  equity
     security  registered  pursuant to Section 12 of the Securities Exchange Act
     of 1934, as amended (the "Act"),  of and/or an officer  and/or  director of
     First Mid-Illinois Bancshares, Inc. (the "Company"),  Forms ID, 3, 4, and 5
     in accordance with Section 16(a) of the Act and the rules thereunder;

(2)  do and perform any and all acts for and on behalf of the undersigned  which
     may be  necessary or desirable to complete and execute any such Form ID, 3,
     4, or 5,  complete and execute any  amendment or  amendments  thereto,  and
     timely  file such form  with the  United  States  Securities  and  Exchange
     Commission and any stock exchange or similar authority; and

(3)  take  any  other  action  of any type  whatsoever  in  connection  with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally  required by, the  undersigned,  it
     being understood that the documents  executed by such  attorney-in-fact  on
     behalf of the  undersigned  pursuant to this Power of Attorney  shall be in
     such  form  and  shall   contain   such  terms  and   conditions   as  such
     attorney-in-fact may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Act.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 24th day of August, 2004.



                                                          /s/ Joseph R. Dively
                                                   ----------------------------
                                                   Print Name: Joseph R. Dively




</TEXT>
</DOCUMENT>
</SUBMISSION>
