As filed with the Securities and Exchange Commission on December 23,
   1998
                                              Registration No. 333-______
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                          ------------------------
                                  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.
                          1997 STOCK INCENTIVE PLAN

                          (Full title of the plan)


                             William S. Rowland
                           Chief Financial Officer
                     First Mid-Illinois Bancshares, Inc.
                           1515 Charleston Avenue
                           Mattoon, Illinois 61938

                   (Name and address of agent for service)

                               (217) 258-0415

        (Telephone number, including area code, of agent for service)

                               With a copy to:

                               Gary L. Mowder
                            Schiff Hardin & Waite
                              6600 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5514

                     __________________________________

                       CALCULATION OF REGISTRATION FEE<PAGE>






                                   Proposed     Proposed
                                    maximum     maximum
        Title of        Amount     offering    aggregate     Amount of
     Securities to      to be        price      offering   registration
     be Registered    registered  per share      price          fee
                                      (1)         (1)           (1)

    Common Stock,      100,000        $34      $3,400,000     $1,003
    par value $4.00
    per share 

   (1)  Estimated on the basis of $34 per share, the average of the bid 
        and asked price of the Common Stock on December 21, 1998,
        pursuant to Rule 457(h).<PAGE>






                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The following documents are incorporated herein by reference:

        (a)  The Annual Report on Form 10-K of First Mid-Illinois
             Bancshares, Inc. (the "Registrant") for the fiscal year
             ended December 31, 1997;

        (b)  The Quarterly Reports on Form 10-Q of the Registrant for the
             quarters ended March 31, 1998, June 30, 1998 and September
             30, 1998; and

        (c)  The description of the Registrant's Common Shares contained
             in the Registrant's Registration Statement on Form 8-A filed
             with the Commission on April 10, 1985.

        All documents subsequently filed by the Registrant and/or the
   Plan 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. 

        In accordance with the General Corporation Law of the State of
   Delaware found at Chapter 1 of Title 8 of the Delaware Code (the
    DGCL"), Article 8 of the Registrant's Restated Certificate of
   Incorporation, as amended, (the  Certificate") 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<PAGE>





   company's certificate of incorporation or any agreement, insurance
   policy, vote of stockholders or disinterested directors or otherwise.

   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 on page 6 hereof. 

   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 (a)(1)(i) and (a)(1)(ii) do not
   apply if the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic 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.



                                    - 2 -<PAGE>





        The undersigned 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 (and each filing
   of the Plan's annual report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934) 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 Securities and Exchange 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.

























                                    - 3 -<PAGE>






                                 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 14, 1998.

                                      FIRST MID-ILLINOIS BANCSHARES, INC.
                                           (Registrant)

                                      By: /s/ Daniel E. Marvin, Jr.
                                          ------------------------------
                                          Daniel E. Marvin, Jr.
                                          President and Chief Executive
                                            Officer

                              POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
   appoints Daniel E. Marvin, Jr. and William S. Rowland, 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 Securities and Exchange 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.

<TABLE>
<CAPTION>

       <S>                                      <C>                               <C>      
              Signature                         Title                             Date
              ---------                         -----                             ----


     /s/ Daniel E. Marvin, Jr.                  President, Chief                  December 14, 1998
     ----------------------------               Executive Officer and
         Daniel E. Marvin, Jr.                  Chairman (Principal 
                                                Executive Officer)




                                                             - 4 -<PAGE>





      /s/ William S. Rowland                    Executive Vice President,         December 15, 1998
     -----------------------------              Treasurer, Chief Financial
          William S. Rowland                    Officer and Director
                                                (Principal Financial Officer)

      /s/ Charles A. Adams                      Director                          December 15, 1998
     ------------------------------
          Charles A. Adams


     /s/ Kenneth R. Diepholz                    Director                          December 15, 1998
     ------------------------------
         Kenneth R. Diepholz


     /s/ Richard Anthony Lumpkin                Director                          December 15, 1998
     -------------------------------
         Richard Anthony Lumpkin


      /s/ Gary W. Melvin                        Director                          December 15, 1998
     --------------------------------
          Gary W. Melvin


      /s/ William G. Roley                      Director                          December 15, 1998
     --------------------------------
          William G. Roley


     /s/ Ray Anthony Sparks
     ---------------------------------          Director                          December 15, 1998
         Ray Anthony Sparks




</TABLE>

















                                                             - 5 -<PAGE>





                                EXHIBIT INDEX


   Exhibit
   Number              Description
   -------             -----------

   5              Opinion of Schiff Hardin & Waite.

   23.1           Consent of KPMG Peat Marwick LLP.

   23.2           Consent of Schiff Hardin & Waite (contained in its
                  Opinion filed as Exhibit 5).

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





































                                    - 6 -<PAGE>





                                                                EXHIBIT 5






                                 December 23, 1998


   Securities and Exchange Commission
   Judiciary Plaza
   450 Fifth Street, N.W.
   Washington, D.C.  20549

        Re:  First Mid-Illinois Bancshares, Inc. -- Registration of
             Common Stock, Par Value $4.00 Per Share, on Form S-8
             ------------------------------------------------------

   Ladies and Gentlemen:

        We have acted as counsel to First Mid-Illinois Bancshares, Inc.,
   a Delaware corporation (the "Company"), in connection with the
   Company's filing of a Registration Statement on Form S-8 (the
   "Registration Statement") covering 100,000 shares of common stock,
   $4.00 par value per share of the Company (the "Common Stock"), to be
   issued under the First Mid-Illinois Bancshares, Inc. 1997 Stock
   Incentive Plan (the "Plan"). 

        In this connection we have made such investigation and have
   examined such documents as we have deemed necessary in order to enable
   us to render the opinion contained herein.

        Based on the foregoing, it is our opinion that the shares of
   Common Stock, when issued in accordance with the terms of the Plan,
   and pursuant to the Registration Statement, will be legally issued,
   fully paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to
   the Registration Statement.

                                 Very truly yours,

                                 SCHIFF HARDIN & WAITE


                                 By:/s/Gary L. Mowder
                                 ---------------------
                                    Gary L. Mowder




                                    - 7 -<PAGE>






                                                             EXHIBIT 23.1

                           CONSENT OF INDEPENDENT
                        CERTIFIED PUBLIC ACCOUNTANTS
                        ----------------------------


   The Board of Directors
   First Mid-Illinois Bancshares, Inc.:


   We consent to incorporation by reference in the subject Registration
   Statement on Form S-8 of First Mid-Illinois Bancshares, Inc. of our
   report dated January 23, 1998, relating to the consolidated balance
   sheets of First Mid-Illinois Bancshares, Inc. and subsidiaries as of
   December 31,1997 and 1996, and the related consolidated statements of
   income, changes in stockholders' equity, and cash flows for each of
   the  years in the three-year period ended December 31, 1997, which
   report appears in the December 31, 1997 annual report on Form 10-K of
   First Mid-Illinois Bancshares, Inc.


                                 /s/ KPMG Peat Marwick LLP
                                 -------------------------
                                     KPMG Peat Marwick LLP


   Chicago, Illinois
   December 17, 1998























                                    - 8 -<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17364}]
{"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": "333-69673", "film-number": "98775141"}, "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"}}
As filed with the Securities and Exchange Commission on December 23,
   1998
                                              Registration No. 333-______
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                          ------------------------
                                  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.
                          1997 STOCK INCENTIVE PLAN

                          (Full title of the plan)

                             William S. Rowland
                           Chief Financial Officer
                     First Mid-Illinois Bancshares, Inc.
                           1515 Charleston Avenue
                           Mattoon, Illinois 61938

                   (Name and address of agent for service)

                               (217) 258-0415

        (Telephone number, including area code, of agent for service)

                               With a copy to:

                               Gary L. Mowder
                            Schiff Hardin & Waite
                              6600 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5514

                     __________________________________

                       CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                    maximum     maximum
        Title of        Amount     offering    aggregate     Amount of
     Securities to      to be        price      offering   registration
     be Registered    registered  per share      price          fee
                                      (1)         (1)           (1)

    Common Stock,      100,000        $34      $3,400,000     $1,003
    par value $4.00
    per share 

   (1)  Estimated on the basis of $34 per share, the average of the bid 
        and asked price of the Common Stock on December 21, 1998,
        pursuant to Rule 457(h).
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The following documents are incorporated herein by reference:

        (a)  The Annual Report on Form 10-K of First Mid-Illinois
             Bancshares, Inc. (the "Registrant") for the fiscal year
             ended December 31, 1997;

        (b)  The Quarterly Reports on Form 10-Q of the Registrant for the
             quarters ended March 31, 1998, June 30, 1998 and September
             30, 1998; and

        (c)  The description of the Registrant's Common Shares contained
             in the Registrant's Registration Statement on Form 8-A filed
             with the Commission on April 10, 1985.

        All documents subsequently filed by the Registrant and/or the
   Plan 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. 

        In accordance with the General Corporation Law of the State of
   Delaware found at Chapter 1 of Title 8 of the Delaware Code (the
    DGCL"), Article 8 of the Registrant's Restated Certificate of
   Incorporation, as amended, (the  Certificate") 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.

   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 on page 6 hereof. 

   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 (a)(1)(i) and (a)(1)(ii) do not
   apply if the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic 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.

                                    - 2 -
The undersigned 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 (and each filing
   of the Plan's annual report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934) 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 Securities and Exchange 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.

                                    - 3 -
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 14, 1998.

                                      FIRST MID-ILLINOIS BANCSHARES, INC.
                                           (Registrant)

                                      By: /s/ Daniel E. Marvin, Jr.
                                          ------------------------------
                                          Daniel E. Marvin, Jr.
                                          President and Chief Executive
                                            Officer

                              POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
   appoints Daniel E. Marvin, Jr. and William S. Rowland, 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 Securities and Exchange 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/ Daniel E. Marvin, Jr.                  President, Chief                  December 14, 1998
     ----------------------------               Executive Officer and
         Daniel E. Marvin, Jr.                  Chairman (Principal 
                                                Executive Officer)

                                                             - 4 -
/s/ William S. Rowland                    Executive Vice President,         December 15, 1998
     -----------------------------              Treasurer, Chief Financial
          William S. Rowland                    Officer and Director
                                                (Principal Financial Officer)

      /s/ Charles A. Adams                      Director                          December 15, 1998
     ------------------------------
          Charles A. Adams

     /s/ Kenneth R. Diepholz                    Director                          December 15, 1998
     ------------------------------
         Kenneth R. Diepholz

     /s/ Richard Anthony Lumpkin                Director                          December 15, 1998
     -------------------------------
         Richard Anthony Lumpkin

      /s/ Gary W. Melvin                        Director                          December 15, 1998
     --------------------------------
          Gary W. Melvin

      /s/ William G. Roley                      Director                          December 15, 1998
     --------------------------------
          William G. Roley

     /s/ Ray Anthony Sparks
     ---------------------------------          Director                          December 15, 1998
         Ray Anthony Sparks
- 5 -
EXHIBIT INDEX

   Exhibit
   Number              Description
   -------             -----------

   5              Opinion of Schiff Hardin & Waite.

   23.1           Consent of KPMG Peat Marwick LLP.

   23.2           Consent of Schiff Hardin & Waite (contained in its
                  Opinion filed as Exhibit 5).

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

                                    - 6 -
EXHIBIT 5

                                 December 23, 1998

   Securities and Exchange Commission
   Judiciary Plaza
   450 Fifth Street, N.W.
   Washington, D.C.  20549

        Re:  First Mid-Illinois Bancshares, Inc. -- Registration of
             Common Stock, Par Value $4.00 Per Share, on Form S-8
             ------------------------------------------------------

   Ladies and Gentlemen:

        We have acted as counsel to First Mid-Illinois Bancshares, Inc.,
   a Delaware corporation (the "Company"), in connection with the
   Company's filing of a Registration Statement on Form S-8 (the
   "Registration Statement") covering 100,000 shares of common stock,
   $4.00 par value per share of the Company (the "Common Stock"), to be
   issued under the First Mid-Illinois Bancshares, Inc. 1997 Stock
   Incentive Plan (the "Plan"). 

        In this connection we have made such investigation and have
   examined such documents as we have deemed necessary in order to enable
   us to render the opinion contained herein.

        Based on the foregoing, it is our opinion that the shares of
   Common Stock, when issued in accordance with the terms of the Plan,
   and pursuant to the Registration Statement, will be legally issued,
   fully paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to
   the Registration Statement.

                                 Very truly yours,

                                 SCHIFF HARDIN & WAITE

                                 By:/s/Gary L. Mowder
                                 ---------------------
                                    Gary L. Mowder

                                    - 7 -
EXHIBIT 23.1

                           CONSENT OF INDEPENDENT
                        CERTIFIED PUBLIC ACCOUNTANTS
                        ----------------------------

   The Board of Directors
   First Mid-Illinois Bancshares, Inc.:

   We consent to incorporation by reference in the subject Registration
   Statement on Form S-8 of First Mid-Illinois Bancshares, Inc. of our
   report dated January 23, 1998, relating to the consolidated balance
   sheets of First Mid-Illinois Bancshares, Inc. and subsidiaries as of
   December 31,1997 and 1996, and the related consolidated statements of
   income, changes in stockholders' equity, and cash flows for each of
   the  years in the three-year period ended December 31, 1997, which
   report appears in the December 31, 1997 annual report on Form 10-K of
   First Mid-Illinois Bancshares, Inc.

                                 /s/ KPMG Peat Marwick LLP
                                 -------------------------
                                     KPMG Peat Marwick LLP

   Chicago, Illinois
   December 17, 1998

                                    - 8 -