As filed with the Securities and Exchange Commission on
   December 14, 2007
                                              Registration No. 333-______
   ======================================================================

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.
                               ---------------
                                  FORM S-8
                      REGISTRATION STATEMENT UNDER THE
                           SECURITIES ACT OF 1933
                           ----------------------
                     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
             incorporation or organization)     identification no.)

                           1515 Charleston Avenue
                           Mattoon, Illinois 61938
        (Address of principal executive offices, including zip code)

                     FIRST MID-ILLINOIS BANCSHARES, INC.
                          2007 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                             WILLIAM S. ROWLAND
        CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     FIRST MID-ILLINOIS BANCSHARES, INC.
                           1515 CHARLESTON AVENUE
                           MATTOON, ILLINOIS 61938
                   (Name and address of agent for service)

                               (217) 234-7454
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                             LAURALYN G. BENGEL
                              SCHIFF HARDIN LLP
                              6600 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5670
       --------------------------------------------------------------











<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE

       <S>                         <C>                  <C>                   <C>
       TITLE OF SECURITIES TO      AMOUNT               PROPOSED              PROPOSED              AMOUNT OF
       BE REGISTERED               TO BE                MAXIMUM               MAXIMUM               REGISTRATION
                                   REGISTERED           OFFERING PRICE        AGGREGATE             FEE
                                                        PER SHARE             OFFERING PRICE

       Common Stock, par value       300,000            $26.10(1)             $7,830,000(1)         $240.39(1)(2)
       $4.00 per share
       (including Common Stock
       purchase rights)

       (1)      Estimated on the basis of $26.10 per share, the average of the high and low price of the Common Stock
                on December 11, 2007, pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
       (2)      Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any
                additional shares of Common Stock which become issuable under the Plan pursuant to this Registration
                Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction
                effected without the receipt of consideration which results in an increase in the number of the Registrant's
                outstanding shares of Common Stock.
</TABLE>









                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by First Mid-Illinois Bancshares,
   Inc. (the "Registrant") with the Securities and Exchange Commission
   (the "Commission") are incorporated herein by reference:

        (a)  The Annual Report on Form 10-K of the Registrant for the
             fiscal year ended December 31, 2006;

        (b)  The Quarterly Reports on Form 10-Q of the Registrant for the
             quarters ended March 31, 2007, June 30, 2007 and September
             30, 2007;

        (c)  All other reports of the Registrant filed pursuant to
             Sections 13(a) or 15(d) of the Securities Exchange Act of
             1934, as amended, since December 31, 2006; and

        (d)  The description of the Registrant's Common Stock contained
             in the Registrant's Registration Statement on Form 8-A filed
             with the Commission on April 10, 1985 and the description of
             the Registrant's Common Share Rights contained in the
             Registrant's Registration Statement on Form 8-A filed with
             the Commission on September 23, 1999.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which
   indicates that all securities offered hereby have been sold or which
   deregisters all securities then remaining unsold, shall be deemed to
   be incorporated by reference herein and to be a part hereof from the
   date of filing of such documents.

   ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the General Corporation Law of the State of
   Delaware (the "DGCL") authorizes the Registrant to indemnify its
   officers and directors, under certain circumstances and subject to











   certain conditions and limitations as stated therein, against all
   expenses and liabilities incurred by or imposed upon them as a result
   of actions, suits and proceedings, civil or criminal, brought against
   them as such officers and directors if they acted in good faith and in
   a manner they reasonably believed to be in or not opposed to the best
   interests of the Registrant and, with respect to any criminal action
   or proceeding, had no reasonable cause to believe their conduct was
   unlawful.

        Article 8 of the Registrant's Restated Certificate of
   Incorporation, as amended, provides as follows: "The Corporation
   shall, to the fullest extent permitted by Section 145 of the General
   Corporation Law of Delaware, as amended from time to time, indemnify
   all persons whom it may indemnify pursuant thereto."  Under such
   provisions, any director or officer, who in his or her capacity as
   such, is made or threatened to be made, a party to any suit or
   proceeding, must be indemnified if such director or officer acted in
   good faith and in a manner he or she reasonably believed to be in or
   not opposed to the best interests of the Registrant.  The DGCL further
   provides that such indemnification is not exclusive of any other
   rights to which such individuals may be entitled under a company's
   certificate of incorporation or any agreement, insurance policy, vote
   of stockholders or disinterested directors or otherwise.

        The Registrant also currently maintains liability insurance for
   its officers and directors.

   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8. EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this Registration
   Statement.

   ITEM 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

             (i)       to include any prospectus required by Section
        10(a)(3) of the Securities Act of 1933;

             (ii)      to reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,











        individually or in the aggregate, represent a fundamental change
        in the information set forth in the Registration Statement; and

             (iii)     to include any material information with respect
        to the plan of distribution not previously disclosed in the
        Registration Statement or any material change to such information
        in the Registration Statement;

   PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
   the information required to be included in a post-effective amendment
   by those paragraphs is contained in reports filed by the Registrant
   pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   that are incorporated by reference in the Registration Statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The Registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (where
   applicable) that is incorporated by reference in the Registration
   Statement shall be deemed to be a new registration statement relating
   to the securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial BONA FIDE offering
   thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In
   the event that a claim for indemnification against such liabilities
   (other than the payment by the Registrant of expenses incurred or paid
   by a director, officer or controlling person of the Registrant in the
   successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling
   precedent, submit to a court of appropriate jurisdiction the question
   whether such indemnification by it is against public policy as
   expressed in the Act and will be governed by the final adjudication of
   such issue.









                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds
   to believe that it meets all of the requirements for filing on Form S-8
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Mattoon, State of Illinois, on December 11, 2007.

                            FIRST MID-ILLINOIS BANCSHARES, INC.
                            (Registrant)




                            By: /s/ William S. Rowland
                                ------------------------------------------
                                William S. Rowland
                                Chairman of the Board, President and Chief
                                Executive Officer


                              POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
   appoints William S. Rowland and Michael L. Taylor, and each to them,
   the true and lawful attorney-in-fact and agent of the undersigned,
   with full power of substitution and resubstitution, for and in the
   name, place and stead of the undersigned, in any and all capacities,
   to sign any and all amendments (including post-effective amendments)
   to this Registration Statement, and to file the same, with all
   exhibits thereto, and other documents in connection therewith, with
   the Commission, and hereby grants to such attorney-in-fact and agent
   full power and authority to do and perform each and every act and
   thing requisite and necessary to be done, fully to all intents and
   purposes as the undersigned might or could do in person, hereby
   ratifying and confirming all that said attorney-in-fact and agent or
   his substitute or substitutes, may lawfully do or cause to be done by
   virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed by the following persons in the
   capacities and on the dates indicated.

















            SIGNATURE                  TITLE                DATE

    /s/William S. Rowland      Chairman of the       December 11, 2007
    -------------------------  Board, President and
    William S. Rowland         Chief Executive
                               Officer (Principal
                               Executive Officer)

    /s/ Michael L. Taylor      Vice President and    December 11, 2007
    -------------------------  Chief Financial
    Michael L. Taylor          Officer (Principal
                               Financial Officer
                               and Principal
                               Accounting Officer)

    /s/ Charles A. Adams       Director              December 11, 2007
    -------------------------
    Charles A. Adams

    /s/ Kenneth R. Diepholz    Director              December 11, 2007
    -------------------------
    Kenneth R. Diepholz

    /s/ Joseph R. Dively       Director              December 11, 2007
    -------------------------
    Joseph R. Dively

    Steven L. Grissom          Director              December 11, 2007
    -------------------------
    Steven L. Grissom

                               Director              December ___, 2007
    -------------------------
    Daniel E. Marvin, Jr.

    /s/ Gary W. Melvin         Director              December 11, 2007
    -------------------------
    Gary W. Melvin

    /s/ Sara Jane Preston      Director              December 11, 2007
    -------------------------
    Sara Jane Preston

    /s/ Ray A. Sparks          Director              December 11, 2007
    ------------------------
    Ray A. Sparks

















                                EXHIBIT INDEX


   EXHIBIT
   NUMBER         DESCRIPTION

   4.1       Restated Certificate of Incorporation and Amendment to
             Restated Certificate of Incorporation of First Mid-Illinois
             Bancshares, Inc. (incorporated by reference to Exhibit 3(a)
             to the Registrant's Annual Report on Form 10-K for the year
             ended December 31, 1987).

   4.2       Amended and Restated Bylaws of First Mid-Illinois
             Bancshares, Inc. (incorporated by reference to Exhibit 3.2
             to the Registrant's Current Report on Form 8-K filed on
             November 14, 2007).

   4.3       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 the Registrant's Registration Statement on
             Form 8-A filed with the SEC on September 22, 1999).

   5         Opinion of Schiff Hardin LLP.

   23.1      Consent of BKD LLP.

   23.2      Consent of KPMG LLP.

   23.3      Consent of Schiff Hardin LLP (contained in its Opinion filed
             as Exhibit 5).

   24        Powers of Attorney (contained on the signature pages
             hereto).
[{"type": "S-8", "sequence": "1", "filename": "s81212.txt", "secsgml_size_bytes": 16312}]
{"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"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-148080", "film-number": "071307517"}, "business-address": {"street1": "1515 CHARLESTON AVE", "street2": "PO BOX 499", "city": "MATTOON", "state": "IL", "zip": "61938", "phone": "2172347454"}, "mail-address": {"street1": "1515 CHARLESTON AVENUE", "street2": "PO BOX 499", "city": "MATTOON", "state": "IL", "zip": "61938"}, "former-company": {"former-conformed-name": "FIRST-MID ILLINOIS BANCSHARES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on
   December 14, 2007
                                              Registration No. 333-______
   ======================================================================

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.
                               ---------------
                                  FORM S-8
                      REGISTRATION STATEMENT UNDER THE
                           SECURITIES ACT OF 1933
                           ----------------------
                     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
             incorporation or organization)     identification no.)

                           1515 Charleston Avenue
                           Mattoon, Illinois 61938
        (Address of principal executive offices, including zip code)

                     FIRST MID-ILLINOIS BANCSHARES, INC.
                          2007 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                             WILLIAM S. ROWLAND
        CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     FIRST MID-ILLINOIS BANCSHARES, INC.
                           1515 CHARLESTON AVENUE
                           MATTOON, ILLINOIS 61938
                   (Name and address of agent for service)

                               (217) 234-7454
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                             LAURALYN G. BENGEL
                              SCHIFF HARDIN LLP
                              6600 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5670
       --------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO      AMOUNT               PROPOSED              PROPOSED              AMOUNT OF
       BE REGISTERED               TO BE                MAXIMUM               MAXIMUM               REGISTRATION
                                   REGISTERED           OFFERING PRICE        AGGREGATE             FEE
                                                        PER SHARE             OFFERING PRICE

       Common Stock, par value       300,000            $26.10(1)             $7,830,000(1)         $240.39(1)(2)
       $4.00 per share
       (including Common Stock
       purchase rights)

       (1)      Estimated on the basis of $26.10 per share, the average of the high and low price of the Common Stock
                on December 11, 2007, pursuant to Rule 457(h) of the Securities Act of 1933, as amended.
       (2)      Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any
                additional shares of Common Stock which become issuable under the Plan pursuant to this Registration
                Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction
                effected without the receipt of consideration which results in an increase in the number of the Registrant's
                outstanding shares of Common Stock.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by First Mid-Illinois Bancshares,
   Inc. (the "Registrant") with the Securities and Exchange Commission
   (the "Commission") are incorporated herein by reference:

        (a)  The Annual Report on Form 10-K of the Registrant for the
             fiscal year ended December 31, 2006;

        (b)  The Quarterly Reports on Form 10-Q of the Registrant for the
             quarters ended March 31, 2007, June 30, 2007 and September
             30, 2007;

        (c)  All other reports of the Registrant filed pursuant to
             Sections 13(a) or 15(d) of the Securities Exchange Act of
             1934, as amended, since December 31, 2006; and

        (d)  The description of the Registrant's Common Stock contained
             in the Registrant's Registration Statement on Form 8-A filed
             with the Commission on April 10, 1985 and the description of
             the Registrant's Common Share Rights contained in the
             Registrant's Registration Statement on Form 8-A filed with
             the Commission on September 23, 1999.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which
   indicates that all securities offered hereby have been sold or which
   deregisters all securities then remaining unsold, shall be deemed to
   be incorporated by reference herein and to be a part hereof from the
   date of filing of such documents.

   ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the General Corporation Law of the State of
   Delaware (the "DGCL") authorizes the Registrant to indemnify its
   officers and directors, under certain circumstances and subject to

   certain conditions and limitations as stated therein, against all
   expenses and liabilities incurred by or imposed upon them as a result
   of actions, suits and proceedings, civil or criminal, brought against
   them as such officers and directors if they acted in good faith and in
   a manner they reasonably believed to be in or not opposed to the best
   interests of the Registrant and, with respect to any criminal action
   or proceeding, had no reasonable cause to believe their conduct was
   unlawful.

        Article 8 of the Registrant's Restated Certificate of
   Incorporation, as amended, provides as follows: "The Corporation
   shall, to the fullest extent permitted by Section 145 of the General
   Corporation Law of Delaware, as amended from time to time, indemnify
   all persons whom it may indemnify pursuant thereto."  Under such
   provisions, any director or officer, who in his or her capacity as
   such, is made or threatened to be made, a party to any suit or
   proceeding, must be indemnified if such director or officer acted in
   good faith and in a manner he or she reasonably believed to be in or
   not opposed to the best interests of the Registrant.  The DGCL further
   provides that such indemnification is not exclusive of any other
   rights to which such individuals may be entitled under a company's
   certificate of incorporation or any agreement, insurance policy, vote
   of stockholders or disinterested directors or otherwise.

        The Registrant also currently maintains liability insurance for
   its officers and directors.

   ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8. EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this Registration
   Statement.

   ITEM 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement:

             (i)       to include any prospectus required by Section
        10(a)(3) of the Securities Act of 1933;

             (ii)      to reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,

        individually or in the aggregate, represent a fundamental change
        in the information set forth in the Registration Statement; and

             (iii)     to include any material information with respect
        to the plan of distribution not previously disclosed in the
        Registration Statement or any material change to such information
        in the Registration Statement;

   PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
   the information required to be included in a post-effective amendment
   by those paragraphs is contained in reports filed by the Registrant
   pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   that are incorporated by reference in the Registration Statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The Registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (where
   applicable) that is incorporated by reference in the Registration
   Statement shall be deemed to be a new registration statement relating
   to the securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial BONA FIDE offering
   thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In
   the event that a claim for indemnification against such liabilities
   (other than the payment by the Registrant of expenses incurred or paid
   by a director, officer or controlling person of the Registrant in the
   successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling
   precedent, submit to a court of appropriate jurisdiction the question
   whether such indemnification by it is against public policy as
   expressed in the Act and will be governed by the final adjudication of
   such issue.

                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds
   to believe that it meets all of the requirements for filing on Form S-8
   and has duly caused this registration statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Mattoon, State of Illinois, on December 11, 2007.

                            FIRST MID-ILLINOIS BANCSHARES, INC.
                            (Registrant)

                            By: /s/ William S. Rowland
                                ------------------------------------------
                                William S. Rowland
                                Chairman of the Board, President and Chief
                                Executive Officer

                              POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
   appoints William S. Rowland and Michael L. Taylor, and each to them,
   the true and lawful attorney-in-fact and agent of the undersigned,
   with full power of substitution and resubstitution, for and in the
   name, place and stead of the undersigned, in any and all capacities,
   to sign any and all amendments (including post-effective amendments)
   to this Registration Statement, and to file the same, with all
   exhibits thereto, and other documents in connection therewith, with
   the Commission, and hereby grants to such attorney-in-fact and agent
   full power and authority to do and perform each and every act and
   thing requisite and necessary to be done, fully to all intents and
   purposes as the undersigned might or could do in person, hereby
   ratifying and confirming all that said attorney-in-fact and agent or
   his substitute or substitutes, may lawfully do or cause to be done by
   virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed by the following persons in the
   capacities and on the dates indicated.

            SIGNATURE                  TITLE                DATE

    /s/William S. Rowland      Chairman of the       December 11, 2007
    -------------------------  Board, President and
    William S. Rowland         Chief Executive
                               Officer (Principal
                               Executive Officer)

    /s/ Michael L. Taylor      Vice President and    December 11, 2007
    -------------------------  Chief Financial
    Michael L. Taylor          Officer (Principal
                               Financial Officer
                               and Principal
                               Accounting Officer)

    /s/ Charles A. Adams       Director              December 11, 2007
    -------------------------
    Charles A. Adams

    /s/ Kenneth R. Diepholz    Director              December 11, 2007
    -------------------------
    Kenneth R. Diepholz

    /s/ Joseph R. Dively       Director              December 11, 2007
    -------------------------
    Joseph R. Dively

    Steven L. Grissom          Director              December 11, 2007
    -------------------------
    Steven L. Grissom

                               Director              December ___, 2007
    -------------------------
    Daniel E. Marvin, Jr.

    /s/ Gary W. Melvin         Director              December 11, 2007
    -------------------------
    Gary W. Melvin

    /s/ Sara Jane Preston      Director              December 11, 2007
    -------------------------
    Sara Jane Preston

    /s/ Ray A. Sparks          Director              December 11, 2007
    ------------------------
    Ray A. Sparks

                                EXHIBIT INDEX

   EXHIBIT
   NUMBER         DESCRIPTION

   4.1       Restated Certificate of Incorporation and Amendment to
             Restated Certificate of Incorporation of First Mid-Illinois
             Bancshares, Inc. (incorporated by reference to Exhibit 3(a)
             to the Registrant's Annual Report on Form 10-K for the year
             ended December 31, 1987).

   4.2       Amended and Restated Bylaws of First Mid-Illinois
             Bancshares, Inc. (incorporated by reference to Exhibit 3.2
             to the Registrant's Current Report on Form 8-K filed on
             November 14, 2007).

   4.3       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 the Registrant's Registration Statement on
             Form 8-A filed with the SEC on September 22, 1999).

   5         Opinion of Schiff Hardin LLP.

   23.1      Consent of BKD LLP.

   23.2      Consent of KPMG LLP.

   23.3      Consent of Schiff Hardin LLP (contained in its Opinion filed
             as Exhibit 5).

   24        Powers of Attorney (contained on the signature pages
             hereto).