SecProbe.io

December 8, 2011
 Via E-mail

Mr. Michael L. Taylor
Chief Financial Officer
First Mid-Illinois Bancshares, Inc. 1515 Charleston Avenue Mattoon, Illinois 61938
Re: First Mid-Illinois Bancshares, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 3, 2011 Form 10-Q for the Quarterly Period Ended September 30, 2011 Filed November 9, 2011
  File No. 000-13368

Dear Mr. Taylor:
 We have reviewed your response letter and ha ve the following comment. In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10-Q for the Quarterly Period Ended September 30, 2011

 Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Analysis of Balance Sheets

 Securities

 Mr. Michael L. Taylor First Mid-Illinois Bancshares, Inc. December 8, 2011 Page 2
 1. We note in your response to comment number five that as of September 30, 2010, all of
your trust preferred investment securities were in a Princi pal-In-Kind (PIK) status for
interest payments and that during the fourth  quarter of 2010 you determined that placing
the securities on nonaccrual status was the most prudent course of action.  Please tell us
and expand your disclosure future filings to  discuss all the facts and circumstances
related to your trust preferred investment securities receiving  PIK interest to discuss the
following:
 the relevant provisions in the securiti es that allow them to receive PIK;
 the reasons why the securities are receiving PIK;
 the risk to security holders;
 how PIK impacts the different tranches of the securities and how it impacts the
specific tranche that you own; and
 when you expect the securities to begin payi ng cash interest; and how the fact that the
securities were receiving PIK was incorpor ated into the cash flow analysis that you
performed.

You may contact Chris Harley  at (202) 551-3695 or Hugh West at (202) 551-3872 if you
have questions regarding the comment on the financial statements and related matters.

Sincerely,
  /s/ Hugh West
Hugh West Accounting Branch Chief