As  filed  with  the  Securities  and  Exchange  Commission  on November 8, 
1995 Registration No. 33-_______


           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)
                                        __________________

                FIRST MID-ILLINOIS BANCSHARES, INC.DEFERRED
                       COMPENSATION 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) 234-7454
         (Telephone number, including area code, of agent for service)

                                WITH COPIES TO:

                            JOHN E. FREECHACK, ESQ.
                            DOUGLAS J. TUCKER, ESQ.
                   BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
                       333 WEST WACKER DRIVE, SUITE 2700
                           CHICAGO, ILLINOIS  60606
                                (312) 984-3100


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                          Proposed Maximum         Proposed Maximum
     Title of Securities             Amount to be          Offering Price              Aggregate               Amount of
      to be Registered             Registered(1)(2)         per Share(3)         Offering Price(2)(3)     Registration Fee(3)
<S>                                  <C>                   <C>                     <C>                      <C>
Common Stock, $4.00 Par Value           100,000             $34.03                  $3,403,000.00               $1,174.00
</TABLE>

(1)Pursuant to Rule 416(c) under  the  Securities  Act of 1933, as amended (the
   "Securities Act"), this Registration Statement also  covers an indeterminate
   amount of interests to be offered or sold pursuant to the First Mid-Illinois
   Bancshares, Inc. Deferred Compensation Plan (the "Plan").

(2)Pursuant  to  Rule  416(a)  under  the  Securities  Act,  this  Registration
   Statement also registers such indeterminate number of additional  shares  as
   may  be  issuable  under  the  Plan  in  connection with share splits, share
   dividends or similar transactions.

(3)Estimated  pursuant  to Rule 457 under the Securities  Act  solely  for  the
   purpose of calculating the registration fee.



<PAGE>
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-
8 will be sent or given to  participants  in the First Mid-Illinois Bancshares,
Inc. Deferred Compensation Plan (the "Plan")  as  specified  by  Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

      Such  document(s) are not being filed with the Commission, but constitute
(along with the  documents  incorporated  by  reference  into  the Registration
Statement  pursuant  to Item 3 of Part II hereof) a prospectus that  meets  the
requirements of Section 10(a) of the Securities Act.
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The following  documents previously or concurrently filed by First Mid-
Illinois Bancshares, Inc.  (the  "Company")  with  the  Commission  are  hereby
incorporated by reference into this Registration Statement:

        (a)   The  Company's  Annual  Report on Form 10-K (the "Annual Report")
              filed by the Company (SEC  File No. 0-13368) under the Securities
              Exchange Act of 1934, as amended  (the  "Exchange  Act") with the
              Commission on March 30, 1995.

        (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange  Act  since  the end of the fiscal year covered  by  the
              Annual Report referred to in (a) above.

        (c)   The description of the  Company's  common  stock, par value $4.00
              per share, contained in the Company's Registration  Statement  on
              Form  8-A  (File No. 0-13368), filed with the Commission on April
              10, 1985, and  all amendments or reports filed for the purpose of
              updating such description.

        All documents subsequently  filed  by  the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
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  incorporated  by  reference  into this
Registration Statement and to be a part thereof from the date of the filing  of
such  documents.   Any  statement  contained  in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified  or  superseded for purposes of this Registration  Statement  and  the
prospectus which  is  a  part  hereof  (the  "Prospectus") to the extent that a
statement  contained  herein  or  therein or in any  other  subsequently  filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such  statement.  Any such statement so modified
or superseded shall not be deemed, except  as  so  modified  or  superseded, to
constitute a part of this Registration Statement and the Prospectus.

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   Company'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  Company.   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.
<PAGE>

        Insofar as indemnification for liabilities arising under the Securities
Act  may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion  of  the  Commission  such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

        See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

        (a)   The undersigned Registrant hereby undertakes:

              (1)   To file, during any  period  in  which  offers or sales are
        being made, a post-effective amendment to the Registration Statement to
        include:  (i)  any  prospectus  required  by  Section 10(a)(3)  of  the
        Securities Act; (ii) to reflect in the prospectus  any  facts or events
        arising  after the effective date of the Registration Statement  which,
        individually or in the aggregate, represent a fundamental change in the
        information  set  forth  in  the  Registration Statement; and (iii) 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  provisions   (i)  and  (ii)  of  this  undertaking  are
        inapplicable if the information  to be filed thereunder is contained in
        periodic reports filed by the Company  pursuant to Sections 13 or 15(d)
        of the Exchange Act and incorporated by reference into the Registration
        Statement.

              (2)   That, for the purpose of determining  any  liability  under
        the  Securities Act, 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.

        (b)   The undersigned Registrant hereby undertakes that,  for  purposes
of  determining  any  liability  under  the  Securities Act, each filing of the
Registrant's annual report pursuant to Section  13(a)  or  Section 15(d) of the
Exchange  Act  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.

        (c)   Insofar  as  indemnification  for liabilities arising  under  the
Securities Act may be permitted to directors,  officers and controlling persons
of  the  registrant  pursuant  to the foregoing provision,  or  otherwise,  the
registrant  has  been advised that  in  the  opinion  of  the  Commission  such
indemnification is against public policy as expressed in the Securities 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
of expenses incurred or paid by a director, officer  or  controlling  person 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 Securities Act  and  will be governed
by the final adjudication of such issue.
<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 October  17,
1995.

                                     FIRST MID-ILLINOIS BANCSHARES, INC.



                                     By:    /S/DANIEL E. MARVIN, JR.
                                           Daniel E. Marvin, Jr.
                                           President and Chief Executive Officer



                                     By:    /S/WILLIAM S. ROWLAND
                                           William S. Rowland
                                           Chief Financial Officer




                               POWER OF ATTORNEY

        Know  all men by these  presents,  that  each  person  whose  signature
appears below constitutes  and  appoints  Daniel  E. Marvin, Jr. and William S.
Rowland, and each of them, his true and lawful attorney-in-fact and agent, each
with full power of substitution and re-substitution,  for  him and in his name,
place  and  stead,  in  any  and  all capacities to sign any or 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, granting unto said
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  in  and  about  the
premises,  as  fully  to  all  intents  and purposes as he might or could do in
person,  hereby ratifying and confirming all  that  said  attorney-in-fact  and
agent, or  any  of  them,  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 each of the following persons in the
capacities indicated on the dates indicated below.


   SIGNATURE                TITLE                            DATE

/S/DANIEL E. MARVIN, JR.   President, Chief Executive       October 17, 1995
Daniel E. Marvin, Jr.      Officer and Chairman of the
                           Board

/S/ WILLIAM S. ROWLAND     Chief Financial and              October 17, 1995
William S. Rowland         Accounting Officer and
                           Director
<PAGE>

/S/ CHARLES A. ADAMS       Director                         October 17, 1995
Charles A. Adams

/S/ KENNETH R. DIEPHOLZ    Director                         October 17, 1995
Kenneth R. Diepholz

/S/ RICHARD A. LUMPKIN     Director                         October 17, 1995
Richard A. Lumpkin

/S/ GARY W. MELVIN         Director                         October 17, 1995
Gary W. Melvin

/S/ WILLIAM G. ROLEY       Director                         October 17, 1995
William G. Roley

/S/ RAY A. SPARKS          Director                         October 17, 1995
Ray A. Sparks




<PAGE>
                                  SIGNATURES

THE PLAN.   Pursuant  to  the  requirements  of the Securities Act of 1933, the
trustees (or other persons who administrator the  employee  benefit  plan) have
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 October 17, 1995.



                              FIRST MID-ILLINOIS BANCSHARES, INC.
                              DEFERRED COMPENSATION PLAN


                              By:  FIRST MID-ILLINOIS BANCSHARES, INC.
                                    Plan Administrator



                                   By:   /S/ DANIEL E. MARVIN, JR.
                                    Its:  President and
                                          Chief Executive Officer




<PAGE>
                      FIRST MID-ILLINOIS BANCSHARES, INC.

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
                                                      Incorporated
  Exhibit No.           Description                     Herein by                    Filed           Sequential
                                                      Reference To                 Herewith           Page No.
<S>             <C>                         <C>                               <C>                 <C>
      4.1       Article IV of the First     Exhibit 3(a) to First Mid-
                Mid-Illinois Bancshares,    Illinois Bancshares, Inc.'s
                Inc. Restated Certificate   Annual Report on Form 10-K for
                of Incorporation and        the year ended December 31, 1987
                Amendment to Restated       (File No. 0-13368) (incorporated
                Certificate of              by reference)
                Incorporation
      4.2       Articles II, VI and VIII of Exhibit 3(b) to First Mid-
                the First Mid-Illinois      Illinois Bancshares, Inc.'s
                Bancshares, Inc. Restated   Annual Report on Form 10-K for
                Bylaws                      the year ended December 31, 1987
                                            (File No.0-13368) (incorporated
                                            by reference)
      5.1       Opinion of Barack,                                                     X                  8
                Ferrazzano, Kirschbaum &
                Perlman
     23.1       Consent of KPMG Peat                                                   X                 10
                Marwick LLP
     23.2       Consent of Barack,                                            Included in Exhibit
                Ferrazzano, Kirschbaum &                                      5.1
                Perlman
     24.1       Power of Attorney                                             Included on
                                                                              Signature Page to
                                                                              this Registration
                                                                              Statement
     99.1       First Mid-Illinois                                            X                          11
                Bancshares, Inc.  Deferred
                Compensation Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18955}]
{"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": "033-64061", "film-number": "95588064"}, "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 November 8, 
1995 Registration No. 33-_______

           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)
                                        __________________

                FIRST MID-ILLINOIS BANCSHARES, INC.DEFERRED
                       COMPENSATION 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) 234-7454
         (Telephone number, including area code, of agent for service)

                                WITH COPIES TO:

                            JOHN E. FREECHACK, ESQ.
                            DOUGLAS J. TUCKER, ESQ.
                   BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
                       333 WEST WACKER DRIVE, SUITE 2700
                           CHICAGO, ILLINOIS  60606
                                (312) 984-3100

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum         Proposed Maximum
     Title of Securities             Amount to be          Offering Price              Aggregate               Amount of
      to be Registered             Registered(1)(2)         per Share(3)         Offering Price(2)(3)     Registration Fee(3)
Common Stock, $4.00 Par Value           100,000             $34.03                  $3,403,000.00               $1,174.00
(1)Pursuant to Rule 416(c) under  the  Securities  Act of 1933, as amended (the
   "Securities Act"), this Registration Statement also  covers an indeterminate
   amount of interests to be offered or sold pursuant to the First Mid-Illinois
   Bancshares, Inc. Deferred Compensation Plan (the "Plan").

(2)Pursuant  to  Rule  416(a)  under  the  Securities  Act,  this  Registration
   Statement also registers such indeterminate number of additional  shares  as
   may  be  issuable  under  the  Plan  in  connection with share splits, share
   dividends or similar transactions.

(3)Estimated  pursuant  to Rule 457 under the Securities  Act  solely  for  the
   purpose of calculating the registration fee.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-
8 will be sent or given to  participants  in the First Mid-Illinois Bancshares,
Inc. Deferred Compensation Plan (the "Plan")  as  specified  by  Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

      Such  document(s) are not being filed with the Commission, but constitute
(along with the  documents  incorporated  by  reference  into  the Registration
Statement  pursuant  to Item 3 of Part II hereof) a prospectus that  meets  the
requirements of Section 10(a) of the Securities Act.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

        The following  documents previously or concurrently filed by First Mid-
Illinois Bancshares, Inc.  (the  "Company")  with  the  Commission  are  hereby
incorporated by reference into this Registration Statement:

        (a)   The  Company's  Annual  Report on Form 10-K (the "Annual Report")
              filed by the Company (SEC  File No. 0-13368) under the Securities
              Exchange Act of 1934, as amended  (the  "Exchange  Act") with the
              Commission on March 30, 1995.

        (b)   All other reports filed pursuant to Section 13(a) or 15(d) of the
              Exchange  Act  since  the end of the fiscal year covered  by  the
              Annual Report referred to in (a) above.

        (c)   The description of the  Company's  common  stock, par value $4.00
              per share, contained in the Company's Registration  Statement  on
              Form  8-A  (File No. 0-13368), filed with the Commission on April
              10, 1985, and  all amendments or reports filed for the purpose of
              updating such description.

        All documents subsequently  filed  by  the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
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  incorporated  by  reference  into this
Registration Statement and to be a part thereof from the date of the filing  of
such  documents.   Any  statement  contained  in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified  or  superseded for purposes of this Registration  Statement  and  the
prospectus which  is  a  part  hereof  (the  "Prospectus") to the extent that a
statement  contained  herein  or  therein or in any  other  subsequently  filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such  statement.  Any such statement so modified
or superseded shall not be deemed, except  as  so  modified  or  superseded, to
constitute a part of this Registration Statement and the Prospectus.

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   Company'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  Company.   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.
Insofar as indemnification for liabilities arising under the Securities
Act  may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion  of  the  Commission  such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not Applicable.

ITEM 8. EXHIBITS.

        See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

        (a)   The undersigned Registrant hereby undertakes:

              (1)   To file, during any  period  in  which  offers or sales are
        being made, a post-effective amendment to the Registration Statement to
        include:  (i)  any  prospectus  required  by  Section 10(a)(3)  of  the
        Securities Act; (ii) to reflect in the prospectus  any  facts or events
        arising  after the effective date of the Registration Statement  which,
        individually or in the aggregate, represent a fundamental change in the
        information  set  forth  in  the  Registration Statement; and (iii) 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  provisions   (i)  and  (ii)  of  this  undertaking  are
        inapplicable if the information  to be filed thereunder is contained in
        periodic reports filed by the Company  pursuant to Sections 13 or 15(d)
        of the Exchange Act and incorporated by reference into the Registration
        Statement.

              (2)   That, for the purpose of determining  any  liability  under
        the  Securities Act, 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.

        (b)   The undersigned Registrant hereby undertakes that,  for  purposes
of  determining  any  liability  under  the  Securities Act, each filing of the
Registrant's annual report pursuant to Section  13(a)  or  Section 15(d) of the
Exchange  Act  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.

        (c)   Insofar  as  indemnification  for liabilities arising  under  the
Securities Act may be permitted to directors,  officers and controlling persons
of  the  registrant  pursuant  to the foregoing provision,  or  otherwise,  the
registrant  has  been advised that  in  the  opinion  of  the  Commission  such
indemnification is against public policy as expressed in the Securities 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
of expenses incurred or paid by a director, officer  or  controlling  person 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 Securities 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 October  17,
1995.

                                     FIRST MID-ILLINOIS BANCSHARES, INC.

                                     By:    /S/DANIEL E. MARVIN, JR.
                                           Daniel E. Marvin, Jr.
                                           President and Chief Executive Officer

                                     By:    /S/WILLIAM S. ROWLAND
                                           William S. Rowland
                                           Chief Financial Officer

                               POWER OF ATTORNEY

        Know  all men by these  presents,  that  each  person  whose  signature
appears below constitutes  and  appoints  Daniel  E. Marvin, Jr. and William S.
Rowland, and each of them, his true and lawful attorney-in-fact and agent, each
with full power of substitution and re-substitution,  for  him and in his name,
place  and  stead,  in  any  and  all capacities to sign any or 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, granting unto said
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  in  and  about  the
premises,  as  fully  to  all  intents  and purposes as he might or could do in
person,  hereby ratifying and confirming all  that  said  attorney-in-fact  and
agent, or  any  of  them,  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 each of the following persons in the
capacities indicated on the dates indicated below.

   SIGNATURE                TITLE                            DATE

/S/DANIEL E. MARVIN, JR.   President, Chief Executive       October 17, 1995
Daniel E. Marvin, Jr.      Officer and Chairman of the
                           Board

/S/ WILLIAM S. ROWLAND     Chief Financial and              October 17, 1995
William S. Rowland         Accounting Officer and
                           Director
/S/ CHARLES A. ADAMS       Director                         October 17, 1995
Charles A. Adams

/S/ KENNETH R. DIEPHOLZ    Director                         October 17, 1995
Kenneth R. Diepholz

/S/ RICHARD A. LUMPKIN     Director                         October 17, 1995
Richard A. Lumpkin

/S/ GARY W. MELVIN         Director                         October 17, 1995
Gary W. Melvin

/S/ WILLIAM G. ROLEY       Director                         October 17, 1995
William G. Roley

/S/ RAY A. SPARKS          Director                         October 17, 1995
Ray A. Sparks
SIGNATURES

THE PLAN.   Pursuant  to  the  requirements  of the Securities Act of 1933, the
trustees (or other persons who administrator the  employee  benefit  plan) have
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 October 17, 1995.

                              FIRST MID-ILLINOIS BANCSHARES, INC.
                              DEFERRED COMPENSATION PLAN

                              By:  FIRST MID-ILLINOIS BANCSHARES, INC.
                                    Plan Administrator

                                   By:   /S/ DANIEL E. MARVIN, JR.
                                    Its:  President and
                                          Chief Executive Officer
FIRST MID-ILLINOIS BANCSHARES, INC.

                                 EXHIBIT INDEX
                                      TO
                        FORM S-8 REGISTRATION STATEMENT
Incorporated
  Exhibit No.           Description                     Herein by                    Filed           Sequential
                                                      Reference To                 Herewith           Page No.
4.1       Article IV of the First     Exhibit 3(a) to First Mid-
                Mid-Illinois Bancshares,    Illinois Bancshares, Inc.'s
                Inc. Restated Certificate   Annual Report on Form 10-K for
                of Incorporation and        the year ended December 31, 1987
                Amendment to Restated       (File No. 0-13368) (incorporated
                Certificate of              by reference)
                Incorporation
      4.2       Articles II, VI and VIII of Exhibit 3(b) to First Mid-
                the First Mid-Illinois      Illinois Bancshares, Inc.'s
                Bancshares, Inc. Restated   Annual Report on Form 10-K for
                Bylaws                      the year ended December 31, 1987
                                            (File No.0-13368) (incorporated
                                            by reference)
      5.1       Opinion of Barack,                                                     X                  8
                Ferrazzano, Kirschbaum &
                Perlman
     23.1       Consent of KPMG Peat                                                   X                 10
                Marwick LLP
     23.2       Consent of Barack,                                            Included in Exhibit
                Ferrazzano, Kirschbaum &                                      5.1
                Perlman
     24.1       Power of Attorney                                             Included on
                                                                              Signature Page to
                                                                              this Registration
                                                                              Statement
     99.1       First Mid-Illinois                                            X                          11
                Bancshares, Inc.  Deferred
                Compensation Plan