SecProbe.io

CORRESP
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 First Mid Bancshares, Inc.
1421 Charleston Avenue
Mattoon, Illinois 61938

 January 14, 2026

 United States Securities and Exchange Commission

 Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549

 Attention: Todd Schiffman

 Re:

 First Mid Bancshares, Inc.

 Registration Statement on Form S-4/A (File No. 333-292403)

 Ladies and Gentlemen:

 The undersigned, First Mid Bancshares, Inc. (the "Company"), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the Securities and Exchange Commission grant acceleration of the effectiveness of the Company's above referenced Registration Statement so that it may become effective at 4:30 P.M. Eastern Standard Time on January 16, 2026, or as soon as practicable thereafter.

 The Company hereby authorizes Johnathan Duncan of ArentFox Schiff LLP to orally modify or withdraw this request for acceleration.

 Please contact Johnathan Duncan of ArentFox Schiff LLP at (212) 745-9539 or johnathan.duncan@afslaw.com with any questions you may have concerning this request, and please notify him when the request for acceleration has been granted.

 Very truly yours,

 FIRST MID BANCSHARES, INC.

 By:
 /s/ Joseph R. Dively

 Name:
 Joseph R. Dively

 Title:
 Chairman and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 30, 2025

Joseph Dively
Chief Executive Officer
FIRST MID BANCSHARES, INC.
1421 Charleston Avenue
Mattoon, Illinois 61938

 Re: FIRST MID BANCSHARES, INC.
 Form S-4 filed December 23, 2025
 File No. 333-292403
Dear Joseph Dively:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Todd Schiffman at 202-551-3491 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
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  CORRESP

  First Mid Bancshares, Inc.
1421 Charleston Avenue
Mattoon, Illinois 61938

  March 25, 2024

  United States Securities and Exchange Commission

  Division of Corporate Finance
100 F Street, NE
Washington, D.C.  20549

  Attention: Robert Arzonetti

    Re:

    First Mid Bancshares, Inc.

    Registration Statement on Form S-3 (File No. 333-277973)

  Ladies and Gentlemen:

  The undersigned, First Mid Bancshares, Inc. (the “Company”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the Securities and Exchange Commission grant acceleration of the effectiveness of the Company’s above referenced Registration Statement so that it may become effective at 4:00 P.M. Eastern Time on March 27, 2024, or as soon as practicable thereafter.

  The Company hereby authorizes Jason Zgliniec of ArentFox Schiff LLP to orally modify or withdraw this request for acceleration.

  Please contact Jason Zgliniec of ArentFox Schiff LLP at (312) 258-5795 or jason.zgliniec@afslaw.com with any questions you may have concerning this request, and please notify him when the request for acceleration has been granted.

    Very truly yours,

FIRST MID BANCSHARES, INC.

    By:

    By:  /s/ Joseph R. Dively

    Name:	Joseph R. Dively

    Title:	Chairman, President and Chief Executive Officer

United States securities and exchange commission logo
March 21, 2024
Joseph R. Dively
President and CEO
First Mid Bancshares, Inc.
1421 Charleston Avenue
Mattoon, Illinois 61938
Re:First Mid Bancshares, Inc.
Registration Statement on Form S-3
Filed March 15, 2024
File No. 333-277973
Dear Joseph R. Dively:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jason Zgliniec

CORRESP
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First Mid Bancshares, Inc.

1421 Charleston Avenue

Mattoon, Illinois 61938

June 21, 2023

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Aisha Adegbuyi

    Re:

    First Mid Bancshares, Inc.

    Registration Statement on Form S-4/A (File No. 333-272273)

Ladies and Gentlemen:

The undersigned, First Mid Bancshares, Inc. (the “Company”),
pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the Securities and Exchange Commission grant acceleration
of the effectiveness of the Company’s above referenced Registration Statement so that it may become effective at 9:00 A.M. Eastern
Daylight Time on June 23, 2023, or as soon as practicable thereafter.

The Company hereby authorizes Jason Zgliniec of ArentFox
Schiff LLP to orally modify or withdraw this request for acceleration.

Please contact Jason Zgliniec of ArentFox Schiff LLP
at (312) 258-5795 or jason.zgliniec@afslaw.com with any questions you may have concerning this request, and please notify him when the
request for acceleration has been granted.

  Very truly yours,

  FIRST MID BANCSHARES, INC.

  By:
  /s/ Joseph R. Dively

  Name:
  Joseph R. Dively

  Title:
  Chairman, President and Chief Executive Officer

United States securities and exchange commission logo
June 9, 2023
Joseph Dively
Chairman, President and Chief Executive Officer
First Mid Bancshares, Inc.
1421 Charleston Avenue,
Mattoon, Illinois 61938
Re:First Mid Bancshares, Inc.
Registration Statement on Form S-4
Filed on May 30, 2023
File No. 333-272273
Dear Joseph Dively:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Aisha Adegbuyi at Adegbuyiai@sec.gov with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Jason Zgliniec

CORRESP
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First Mid Bancshares, Inc.

1421 Charleston Avenue

Mattoon, Illinois 61938

October 1, 2021

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Jessica Livingston

    Re:

    First Mid Bancshares, Inc.

    Registration Statement on Form S-4/A (File No. 333-259634)

Ladies and Gentlemen:

The undersigned, First Mid
Bancshares, Inc. (the “Company”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that
the Securities and Exchange Commission grant acceleration of the effectiveness of the Company’s above referenced Registration Statement
so that it may become effective at 10:00 A.M. Eastern Daylight Time on October 5, 2021, or as soon as practicable thereafter.

    Very truly yours,

    FIRST MID BANCSHARES, INC.

    By:
    /s/ Joseph R. Dively

    Name:
    Joseph R. Dively

    Title:
    Chairman, President and Chief Executive Officer

United States securities and exchange commission logo
September 23, 2021
Joseph R. Dively
Chairman, President and Chief Executive Officer
First Mid Bancshares, Inc.
1421 Charleston Avenue
Mattoon, Illinois 61938
Re:First Mid Bancshares, Inc.
Registration Statement on Form S-4
Filed September 17, 2021
File No. 333-259634
Dear Mr. Dively:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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First Mid Bancshares, Inc.

1421 Charleston Avenue

Mattoon, Illinois 61938

    August 5, 2021

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Eric Envall

    Re:

    First Mid Bancshares, Inc.

    Registration Statement on Form S-3/A (File No. 333-254205)

Ladies and Gentlemen:

The undersigned, First Mid
Bancshares, Inc. (the “Company”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that
the Securities and Exchange Commission grant acceleration of the effectiveness of the Company’s above referenced Registration Statement
so that it may become effective at 4:00 P.M. Eastern Standard Time on August 9, 2021, or as soon as practicable thereafter.

    Very truly yours,

    FIRST MID BANCSHARES, INC.

    By:
     /s/
    Joseph R. Dively

    Name:
    Joseph R. Dively

    Title:
    Chairman, President and Chief Executive Officer

United States securities and exchange commission logo
March 15, 2021
Joseph R. Dively
Chairman, President and Chief Executive Officer
First Mid Bancshares, Inc.
1421 Charleston Avenue
Mattoon, IL 61938
Re:First Mid Bancshares, Inc.
Registration Statement on Form S-3
Filed March 12, 2021
File No. 333-254205
Dear Mr. Dively:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at (202) 551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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fmbh-corresp.htm

First Mid Bancshares, Inc.
1421 Charleston Avenue
Mattoon, Illinois 61938

December 28, 2020

United States Securities and Exchange Commission

Division of Corporate Finance
100 F Street, NE
Washington, D.C.  20549

Attention: David Lin

Re:

First Mid Bancshares, Inc.

Registration Statement on Form S-3 (File No. 333-251465)

Ladies and Gentlemen:

The undersigned, First Mid Bancshares, Inc. (the “Company”), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the Securities and Exchange Commission grant acceleration of the effectiveness of the Company’s above referenced Registration Statement so that it may become effective at 4:00 P.M. Eastern Standard Time on December 31, 2020, or as soon as practicable thereafter.

Very truly yours,

FIRST MID BANCSHARES, INC.

By:

By:  /s/ Joseph R. Dively

Name:Joseph R. Dively

Title:Chairman, President and Chief Executive Officer

United States securities and exchange commission logo
December 22, 2020
Joseph Dively
Chairman, President and Chief Executive Officer
First Mid Bancshares, Inc.
1421 Charleston Avenue
Mattoon, IL 61938
Re:First Mid Bancshares, Inc.
Registration Statement on Form S-3
Filed December 18, 2020
File No. 333-251465
Dear Mr. Dively:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

October 9, 2018
Joseph Dively
Chairman, President and Chief Executive Officer
First Mid-Illinois Bancshares, Inc.
1421 Charleston Avenue
Mattoon, IL 61938
Re:First Mid-Illinois Bancshares, Inc.
Registration Statement on Form S-3
Filed September 28, 2018
File No. 333-227595
Dear Mr. Dively:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
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		Document

October 9, 2018

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

 First Mid-Illinois Bancshares, Inc.

 (File No. 333-227595)

Ladies and Gentlemen:

The undersigned, First Mid-Illinois Bancshares, Inc. (the “Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby requests that the Commission grant acceleration of the effectiveness of the Company’s Registration Statement on Form S-3 (File No. 333‑227595) so that it may become effective at 4:00 P.M. Eastern Daylight Time on October 9, 2018, or as soon as practicable thereafter.

Very truly yours,

FIRST MID-ILLINOIS BANCSHARES, INC.

By:

Name:Joseph R. Dively

Title:Chairman, President and Chief Executive Officer

CORRESP
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		Document

August 22, 2018

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

 First Mid-Illinois Bancshares, Inc.

 (File No. 333-226672)

Ladies and Gentlemen:

The undersigned, First Mid-Illinois Bancshares, Inc. (the “Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby requests that the Commission grant acceleration of the effectiveness of the Company’s Registration Statement on Form S-4, as amended (File No. 333‑226672) so that it may become effective at 10:00 A.M. Eastern Daylight Time on August 27, 2018, or as soon as practicable thereafter.

Very truly yours,

FIRST MID-ILLINOIS BANCSHARES, INC.

By:

Name:         Joseph R. Dively

Title:           Chairman, President and Chief Executive Officer

August 14, 2018
Joseph R. Dively
Chairman, President and Chief Executive Officer
First Mid-Illinois Bancshares, Inc.
1421 Charleston Avenue
Mattoon, IL 61938
Re:First Mid-Illinois Bancshares, Inc.
Registration Statement on Form S-4
Filed August 8, 2018
File No. 333-226672
Dear Mr. Dively:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Victoria Pool, Esq.

CORRESP
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		Document

February 7, 2018

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

 First Mid-Illinois Bancshares, Inc.

 (File NO. 333-222642)

Ladies and Gentlemen:

The undersigned, First Mid-Illinois Bancshares, Inc. (the “Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby requests that the Commission grant acceleration of the effectiveness of the Company’s Registration Statement on Form S-4, as amended (File No. 333‑222642) so that it may become effective at 4:00 P.M. Eastern Standard Time on February 9, 2018, or as soon as practicable thereafter.

Very truly yours,

FIRST MID-ILLINOIS BANCSHARES, INC.

By:

Name:Joseph R. Dively

Title:Chairman, President and Chief Executive Officer

_____________________________________________________________________________________________

1515 Charleston Avenue Ÿ Mattoon, Illinois 61938 Ÿ (217) 234-7454 Ÿ Member FDIC

Mail Stop 4720
January 24, 2018

Joseph R. Dively
Chairman, President and Chief Executive Officer
First Mid -Illinois Bancshares, Inc.
1421 Charleston Avenue
Mattoon, IL  61938

Re: First Mid -Illinois Bancshares, Inc.
  Registration Statement on Form S-4
Filed  January 22, 2018
  File No.  333-222642

Dear Mr. Dively :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact David Gessert at (202) 551 -2326 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Acting Assistant Director
Office of Financial Services

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March 27, 2017

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

 First Mid-Illinois Bancshares, Inc.

 (File No. 333-216855)

Ladies and Gentlemen:

The undersigned, First Mid-Illinois Bancshares, Inc. (the “Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby requests that the Commission grant acceleration of the effectiveness of the Company’s Registration Statement on Form S-3 (File No. 333‑216855) so that it may become effective at 4:00 P.M. Eastern Daylight Time on March 29, 2017, or as soon as practicable thereafter.

Very truly yours,

FIRST MID-ILLINOIS BANCSHARES, INC.

Name: Joseph R. Dively

Title: Chairman, President & Chief Executive Officer

Mail Stop 4720

March 24, 2017

Joseph R. Dively
Chairman, President and Chief Executive Officer
First Mid -Illinois Bancshares, Inc.
1421 Charleston Avenue
Mattoon, IL 61938

Re: First Mid-Illinois Bancshares, Inc.
  Registration Statement on Form S-3
Filed  March 21, 2017
  File No.  333-216855

Dear Mr. Dively :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact David Gessert  at (202) 551 -2326  with any questions.

Sincerely,

 /s/ Era Anagnosti

 Era Anagnosti
Legal Branch Chief
Office of Financial Services

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July 28, 2016

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:

 First Mid-Illinois Bancshares, Inc.

 (File No. 333-212000)

Ladies and Gentlemen:

The undersigned, First Mid-Illinois Bancshares, Inc. (the “Company”), pursuant to the provisions of Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby requests that the Commission grant acceleration of the effectiveness of the Company’s Registration Statement on Form S-4, as amended (File No. 333‑212000) so that it may become effective at 4:00 P.M. Eastern Daylight Time on July 29, 2016, or as soon as practicable thereafter.

On behalf of the Company, the undersigned acknowledges that:  (1) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

FIRST MID-ILLINOIS BANCSHARES, INC.

By:

Name: Joseph R. Dively

Title:  Chairman, President and Chief Executive Officer

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		Document

July 26, 2016

VIA EDGAR AND COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attention:  Christian Windsor

Re:    First Mid-Illinois Bancshares, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed July 8, 2016

File No. 333-212000

Dear Mr. Windsor:

We are in receipt of your comment letter dated July 13, 2016 to Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”) filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2016 by First Mid-Illinois Bancshares, Inc. (the “Company”).  On behalf of the Company, we have addressed your comment letter by reproducing each comment below in bold text and providing the Company’s response immediately following.  Additionally, herewith filed with EDGAR is a complete copy of Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”).  We are also providing via courier two copies of Amendment No. 2, and two copies of Amendment No. 2 marked to show changes to Amendment No. 1.

Questions and Answers About The Merger

Is the merger consideration subject to adjustment, page 2

1.

 We note your response to comment 3. Please disclose First Clover Leaf’s consolidated stockholder’s equity as of the end of the June 30, 2016 quarter so that investors are better able to assess whether this limitation is likely to impact the merger consideration. Also, discuss any known material adjustments that might decrease First Clover Leaf’s consolidated shareholders equity. Please make corresponding revisions throughout your prospectus.

The Company’s Response:

As respectfully discussed with the Commission’s staff, the amount of First Clover Leaf’s consolidated stockholders’ equity as of the end of the June 30, 2016 quarter is not yet available, however, the disclosure on page 2 and throughout the prospectus has been revised, in response to the Commission’s comment, to state that as of the date of the joint proxy statement/prospectus, the parties are not aware of any existing facts or circumstances that would cause the consolidated stockholders’ equity included in the closing consolidated balance sheet to be less than $80,700,000.

July 26, 2016

Page 2

The Merger

Interests of certain persons in the merger

Post-Merger Compensation Arrangements with First Mid, page 72

2.

 We note your response to comment 6. Revise this section to identify the executive officers or directors of First Clover Leaf that you have had discussions with regarding potential roles with the combined company. Also, if the interests of the executive officers and directors change prior to effectiveness, including the entry into any additional agreements, this section should be revised to provide First Clover Leaf’s investors with an understanding of how the interests of management and the board might differ from those of shareholders.

The Company’s Response:

The disclosure on page 72 has been revised in response to the Commission’s comment.  The interests of the executive officers and directors have not changed and will not change prior to effectiveness.

Material U.S. Federal Income Tax Consequences of the Merger, page 76

3.

 We note your revisions in response to comment 7. Please delete the assumptions that the merger will qualify as a reorganization contained in the second paragraph on page 77, the first sentence of the last paragraph on page 6 and the third sentence of the second paragraph on page 11. Since you have received opinions from counsel that, subject to the assumptions, the merger will qualify under Section 368(a) of the Code, it is not appropriate to “assume” that the merger qualifies under that section of the Code.

The Company’s Response:

The disclosure on pages 6, 11 and 77 has been revised in response to the Commission’s comment.

______________

In connection with the Company’s response to the Commission’s comments, the Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

July 26, 2016

Page 3

Please contact me at (217) 258-9520 should you have any questions regarding our responses or any related matters.

Sincerely,

First Mid-Illinois Bancshares, Inc.

By:

Title:    Chairman, President and Chief Executive Officer

Mail Stop 4720

July 13, 2016

Via E -mail
Joseph R. Dively
Chairman, President and Chief Executive Officer
First Mid -Illinois Bancshares, Inc.
1421 Charleston Avenue
Mattoon, IL 61938

Re: First Mid-Illinois Bancshares, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed July 8, 2016
  File No. 333-212000

Dear Mr . Dively :

We have reviewed your amended registration statement  and have the following
comments .  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 by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your fac ts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional c omments.   Unless  we note
otherwise , our references to prior comments are to comments in our June 30, 2016 letter .

Questions and Answers About The Merger

Is the merger consideration subject to adjustment, page 2

1. We note your response to comment 3.  Pleas e disclose First Clover Leaf’s consolidated
stockholder’s equity as of the end of the June 30, 2016 quarter so that investors are better
able to assess whether this limitation is likely to impact the merger consideration.  Also,
discuss any known material adjustments that might decrease First Clover Leaf’s
consolidated shareholders equity.  Please make corresponding revisions throughout your
prospectus.

Joseph R. Dively
First Mid -Illinois Bancshares, Inc.
July 13, 2016
Page 2

 The Merger

Interests of certain persons in the merger

Post-Merger Compensation Arrangements with First Mid , page 72

2. We note your response to comment 6.  Revise this section to identify the executive
officers or directors of First Clover Leaf that you have had discussions with regarding
potential roles with the combined company.  Also, if the interest s of the executive
officers and directors change prior to effectiveness, including the entry into any
additional agreements, this section should be revised to provide First Clover Leaf’s
investors with an understanding of how the interests of management an d the board might
differ from those of shareholders.

Material U.S. Federal Income Tax Consequences of the Merger, page 76

3. We note your revisions in response to comment 7.  Please delete the assumptions that the
merger will qualify as a reorganization contained in the second paragraph on page 77, the
first sentence of the last paragraph on page 6 and the third sentence of the second
paragraph on page 11.  Since you have received opinions from counsel that, subject to the
assumptions, the merger will qua lify under Section 368(a) of the Code, it is not
appropriate to “assume” that the merger qualifies under that section of the Code.

Please contact Christopher Dunham, Staff Attorney,  at (202) 551 -3783  or, in his absence,
me at (202) 551 -3419 with any other  questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

cc: Jason Zgliniec , Esq.

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July 8, 2016

VIA EDGAR AND COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, NE

Washington, D.C. 20549

Attention:  Christian Windsor

Re:    First Mid-Illinois Bancshares, Inc.

Registration Statement on Form S-4

Filed June 13, 2016

File No. 333-212000

Dear Mr. Windsor:

We are in receipt of your comment letter dated June 30, 2016 to the Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on June 13, 2016 by First Mid-Illinois Bancshares, Inc. (the “Company”).  On behalf of the Company, we have addressed your comment letter by reproducing each comment below in bold text and providing the Company’s response immediately following.  Additionally, herewith filed with EDGAR is a complete copy of Amendment No. 1 to the Registration Statement on Form S-4 (the “Amendment No. 1”).  We are also providing via courier two copies of Amendment No. 1, and two copies of each Amendment No. 1 marked to show changes to the Registration Statement filed on June 13, 2016.  Please note that the pagination in Amendment No. 1 has changed as a result of the typesetting process.

Prospectus Cover Page

1.

 Please revise your first paragraph to disclose the adjustments that may be made to the merger consideration.  Please tell us how, in the event that First Mid-Illinois’ share price fell by more than 25% and First Mid-Illinois chose to increase the exchange ratio, those shares would be registered under the Securities Act of 1933.

The Company’s Response:

The disclosure in the first paragraph of the prospectus cover page has been revised in response to the Commission’s comment.

Should the Company choose to increase the exchange ratio under such a scenario, the Company proposes to register any additional shares under the Securities Act of 1933 pursuant to either a pre-effective amendment or a post-effective amendment pursuant to Rule 462(b).

July 8, 2016

Page 2

2.

 Please disclose the total merger consideration as of the date that the merger was announced.  Please make corresponding revisions throughout your prospectus.

The Company’s Response:

The disclosure on the prospectus cover page and throughout the prospectus has been revised in response to the Commission’s comment.

Questions and Answers About The Merger

Is the merger consideration subject to adjustment, page 2

3.

 Revise your disclosure, in this subsection and throughout the prospectus to disclose First Clover Leaf’s consolidated stockholders’ equity as of a recent date.  Please make corresponding revisions throughout your prospectus.

The Company’s Response:

The disclosure on page 2 and throughout the prospectus has been revised in response to the Commission’s comment.

The Merger

Opinion of Raymond James & Associates, Inc.

Additional Considerations, page 59

4.

 Please revise your disclosure to quantify the fees that First Clover Leaf paid or will pay Raymond James for its investment banking and advisory services, as required by Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.

The Company’s Response:

The disclosure on page 59 has been revised in response to the Commission’s comment.

Opinion of FIG Partners, LLC, page 61

5.

 Please revise your disclosure to quantify the fee that you will pay FIG for its financial advisory services in connection with the merger and rendering its fairness opinion.  Please also quantify the compensation that FIG has received from you for the services it has provided during the prior two years.

The Company’s Response:

The disclosure on page 62 has been revised in response to the Commission’s comment.

July 8, 2016

Page 3

Interests of certain persons in the merger

Post-Merger Compensation Arrangements with First Mid, page 72

6.

 We note that you expect to continue to engage in discussions with executive officers and directors of First Clover Leaf regarding potential roles with the combined company.  Please update us on the status of those discussions and, as appropriate, disclose all material interests of these individuals in your registration statement.

The Company’s Response:

First Mid is discussing with Lisa R. Fowler and Dennis M. Terry retaining such individuals as at-will employees following the consummation of the merger.  It is currently not contemplated that either of such individuals would enter into a new employment agreement prior to the consummation of the merger and, although there is a potential that either of such individuals could enter into new employment agreements with First Mid following consummation of the merger, the terms of any such employment agreement have not been negotiated at this time.

Material U.S. Federal Income Tax Consequences of the Merger, page 76

7.

 Revise this section to clarify that both Schiff Harden and Barack Ferrazzano have executed opinions that are included with this registration statement that the merger will qualify as reorganization under Section 368(a) of the Code.  Make appropriate revisions to your disclosure on page 11.

The Company’s Response:

This section and the disclosure on page 11 have been revised in response to the Commission’s comment.

______________

As requested by the Commission’s letter, the Company hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (217) 258-9520 should you have any questions regarding our responses or any related matters.

July 8, 2016

Page 4

Sincerely,

First Mid-Illinois Bancshares, Inc.

By:

Title:    Chairman, President and Chief Executive Officer

Mail Stop 4720

June 30, 2016

Via E -mail
Joseph R. Dively
Chairman, President and Chief Executive Officer
First Mid -Illinois Bancshares, Inc.
1421 Charleston Avenue
Mattoon, IL 61938

Re: First Mid-Illinois Bancshares, Inc.
  Registration Statement on Form S-4
Filed  June 13, 2016
  File No.  333-212000

Dear Mr. Dively :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

Prospectus Cover Page

1. Please revise your first paragraph to disclose the adjustments that may be made to the
merger consideration.  Please tell us how, in the event that First Mid -Illinois’ share price
fell by m ore than 25% and First Mid -Illinois  chose  to increase the exchange ratio, those
shares would be registered under the Securities Act of 1933.

2. Please disclose the total merger consideration as of the date that the  merger was
announced.  Please make corr esponding revisions throughout your prospectus.

Joseph R. Dively
First Mid -Illinois Bancshares, Inc.
June 30, 2016
Page 2

 Questions and Answers About The Merger

Is the merger consideration subject to adjustment, page 2

3. Revise your disclosure, in this subsection and throughout the prospectus to disclose First
Clover Leaf’s consolidated stockholders’ equity  as of a recent date.  Please make
corresponding revisions throughout your prospectus.

The Merger

Opinion of Raymond James & Associates, Inc.

Additional Considerations, page 59

4. Please revise your disclosure to quantify the fees that First Clover Leaf paid or will pay
Raymond James for its investment banking and advisory services, as required by  Item
4(b) of Form S -4 and Item 1015(b)(4) of Regulation M -A.

Opinion of FIG Partners, LLC, page 61

5. Please revise your disclosu re to quantify the fee that you will pay FIG for its financial
advisory services in connection with the merger and rendering its fairness opinion.
Please also quantify the compensation that FIG has received from you for the services it
has provided during  the prior two years.

Interests of certain persons in the merger

Post-Merger Compensation Arrangements with First Mid, page 72

6. We note that you expect to continue to engage in discussions with executive officers and
directors of First Clover Leaf regar ding potential roles with the combined company.
Please update us on the status of those discussions and, as appropriate, disclose all
material interests of these individuals in your registration statement.

Material U.S. Federal Income Tax Consequences of  the Merger, page 7 6

7. Revise this section to clarify that both Schiff Harden and Barack Ferrazzano have
executed opinions that are included with this registration statement that  the merger will
qualify as reorganization under Section 368(a) of the Code.  M ake appropriate revisions
to your disclosure on page 11.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applic able Securities  Act rules require.   Since the company and its management are in

Joseph R. Dively
First Mid -Illinois Bancshares, Inc.
June 30, 2016
Page 3

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment s, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Christopher Dunham, Staff Attorney,  at (202) 551 -3783  or, in his absence,
me at (202) 551 -3419 with any other questions.

Sincerely,

 /s/ Christian Windsor

Christian Windsor
Special Counsel
Office of Financial Services

cc: Jason Zgliniec , Esq.

December 20, 2013

Via E -mail
Mr. Michael L. Taylor
Chief Financial Officer
First Mid -Illinois Bancshares, Inc.
1421 Charleston Avenue
Mattoon, Illinois 61938

Re: First Mid -Illinois Bancshares, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 7, 2013
File No. 000-13368

Dear Mr. Taylor :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Gus Rodriguez

 Gus Rodriguez
Accounting Branch Chief

CORRESP
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		CORRESP20131122

November 22, 2013

U.S. Securities and Exchange Commission

Division of Corporation Finance

ATTN: Mr. Gus Rodriguez

Accounting Branch Chief

100 F Street, NE

Washington, DC 20549

Re:    First Mid-Illinois Bancshares, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 7, 2013

File No. 000-13368

Dear Mr. Rodriguez:

We received your letter dated November 8, 2013 in which you requested that we provide certain information to you, together with, and to the extent applicable, certain proposed disclosures to be included in future First Mid-Illinois Bancshares, Inc. (“Company”) filings with the Securities and Exchange Commission (“Commission”). The Company has given its responses below. To facilitate the staff’s review, this letter includes each of the staff’s comments which are italicized and immediately followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2012

Financial Statements

Note 4-Investment Securities, page 63

 1. You have a significant unrealized loss on your PreTSL XXVIII trust preferred collateralized debt obligation security at December 31, 2012 and September 30, 2013. The unrealized loss on this security represents 98% and 95% of its book value at December 31, 2012 and September 30, 2013. Please tell us why you believe the security was not other-than-temporarily impaired based on the assumptions utilized on page 30 and revise future filings to more fully explain why you believe your current accounting is correct. Please be sure to address each of the points below in your proposed response:

•

 Why only 2% of the original collateral has been repaid since your investment and why this level of repayment is so low in comparison to the two trust preferred security investments sold in 2013 that had repayments of over 55%;

•

 How you determine the discount rate and why this discount rate was significantly lower than the discount rates used for your other two trust preferred securities;

•

 How you developed your estimate of the expected defaults and deferrals as a percentage of the remaining collateral of 34.3%. Why is this estimate so much lower than the actual defaults and deferrals as a percentage of remaining collateral of 2,570%;

U.S. Securities and Exchange Commission

Division of Corporation Finance

ATTN: Mr. Gus Rodriguez

November 22, 2013

Page 2

•

 The estimated loss severity on the securities that default and the specific factors that you considered in developing the estimated loss severity;

•

 How you determine the projected losses on performing collateral;

•

 How you consider the specific credit characteristics of the collateral in developing your estimate of future deferrals and defaults, including the earnings and capital ratios of each financial institution in the pool, the Texas Ratio, the number of quarters that interest has been deferred and the cumulative dividend amount owed to investors; and

•

 How you determined your recovery rate assumption of 10%.

Response

The Company does not believe that its investment in PreTSL XXVIII is other-than-temporarily impaired (“OTTI”) as of December 31, 2012 or September 30, 2013. The unrealized loss on this security is primarily due to its long-term nature, a lack of demand or inactive market for the security, impending change to the regulatory treatment of trust preferred securities and uncertainty regarding the underlying financial institutions that have issued the security. Because the fair value of this investment is below its carrying value, the Company must evaluate the security for OTTI quarterly. As it is more likely than not that the Company will not sell the security prior to the recovery of its cost basis, FSP EITF Issue No. 99-20 codified into ASC 325-10 requires an assessment as to whether it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the security, and a quantification of the credit loss portion, if any. This evaluation is made in the form of a discounted cash flow analysis using a set of assumptions about the trust preferred collateral securing the investment. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available at a point in time. The Company utilizes an independent third-party to perform the OTTI evaluation, and believes the assumption inputs for the cash flow analysis are consistent with the requirement of ASC 325-10. The Company's management reviews the assumption inputs and methodology with the third-party to obtain an understanding of them and concurs they are appropriate for the PreTSL XXVIII evaluation. Based on the results of the PreTSL XXVIII evaluation at December 31, 2012 and September 30, 2013 the Company concluded that no additional OTTI was required.

In determining the various assumption inputs for the cash flow analysis, various factors are considered. These factors can vary greatly for each PreTSL security depending on things such as the timing of the issue, the structure of the security, the coupon rate of the security and the underlying collateral (issuers) of the security.

Prepayments:

In general, trust preferred security redemptions by banks have been motivated by economic and regulatory factors. As noted, the Company sold two trust preferred securities earlier this year that had cumulative prepayments in excess of 55% as of June 30, 2013. This high redemption rate is driven by the fact that the collateral in these issuances had fixed rate coupons in excess of 9% as they were underwritten in 2000 & 2001, prior to the increase in issuances of trust preferred securities that allowed banks to issue floating rate collateral with lower spreads. In recent years, these older trust preferred securities have passed their first call dates, and in a low interest rate environment, healthy, well capitalized banks have actively called these trust preferred securities to reduce their cost of capital.

U.S. Securities and Exchange Commission

Division of Corporation Finance

ATTN: Mr. Gus Rodriguez

November 22, 2013

Page 3

In contrast, PreTSL XXVIII, which remains on the Company’s balance sheet, had cumulative prepayments of 2% as of December 31, 2012 and 4% as of June 30 and September 30, 2013. PreTSL XXVIII was issued in the fall of 2007 at the top of the trust preferred market. Its collateral is predominantly floating rate, and features a weighted average spread of only 227 basis points, which is well below the current cost of capital for most community and regional banks. As a consequence, there is not the same economic incentive for issuers to call these trust preferred securities as there was for the issuers of PreTSL I and PreTSL II.

Regulatory treatment of trust preferred securities is an additional factor that has motivated bank redemptions over the last several years. Trust preferred securities were originally issued as a form of Tier 1 regulatory capital, but under Basel III, trust preferred securities will be phased-out of Tier 1 capital for banks with total assets exceeding $15 billion. The pending loss of regulatory capital treatment for trust preferred securities has incented many larger banks to call their pooled issues. In fact, the one bank redemption in PreTSL XXVIII was a large bank holding company whose total assets were in excess of $15 billion. In contrast, there were five redemptions in PreTSL I by large banks, and six in PreTSL II, which also played a role in the disparity in prepayment rates across these deals. Given that there is only one remaining large issuer in PreTSL XXVIII that is subject to the Basel III phase-out, and the low coupon rates on the collateral, the Company expects bank prepayments for this security to remain lower than PreTSL I and PreTSL II. In light of these factors, bank prepayments for each issuer are projected based on its coupon and regulatory treatment under Basel III. The estimates are also based on historical prepayment rates observed in trust preferred securities since 2010.

PreTSL XXVIII also contains collateral issued by insurance companies whose prepayment activity varies from bank prepayment rates. This collateral is primarily floating rate, with spreads ranging from 285-390 basis points which is generally below the current cost of funding for most insurance companies. PreTSL I and PreTSL II did not contain any collateral issued by insurance companies.

Discount Rate:

The discount rate assumption used in the cash flow analysis for OTTI evaluation is dictated by ASC 325-10, which states that “cash flows estimated at the current financial reporting date shall be discounted at a rate equal to the current yield used to accrete the beneficial interest.” For the Company’s trust preferred securities, this rate is the coupon rate on each security. The Company’s investment in PreTSL I and PreTSL II had fixed rate coupons of 9.74% and 9.68%, respectively, while the investment in PreTSL XXVIII has a floating rate coupon of 3-month LIBOR plus 90 basis points. Since the estimate of 3-month LIBOR is based on the forward curve on the measurement date, and is therefore variable, the discount assumption for PreTSL XXVIII is a range of projected coupons over the expected life of the security. As of December 31, 2012, the projected coupons ranged from 1.60%-4.95%. As of September 30, 2013, the projected coupons ranged from 1.54%-5.94%.

Deferrals/Defaults/Projected Losses/Specific Credit Characteristics:

Default projections include those issuers that are currently in deferral and those that are currently performing. As of December 31 2012, there were nine bank issuers and zero insurance company issuers in deferral. To be conservative, it is assumed that any deferring banks will default at the next payment date unless they have entered into a definitive agreement to be acquired or to raise a material amount of capital, or exhibit strong capital ratios, low levels of non-performing assets, and a recent history of profitability that would indicate they have a very high probability of curing their deferrals within the terms of the issue. The criteria applied to project cures are stringent and as of December 31, 2012, it was assumed that all nine deferring banks would default immediately.

U.S. Securities and Exchange Commission

Division of Corporation Finance

ATTN: Mr. Gus Rodriguez

November 22, 2013

Page 4

To identify banks with a high risk of near term default or deferral, a credit model developed by the third-party is utilized that scores each bank issuer based on 29 different ratios covering capital adequacy, asset quality, earnings, liquidity, the Texas Ratio, and sensitivity to interest rates [the amount of cumulative interest a deferring issuer owes to investors would be recorded in the issuers financial statements and therefore reflected in the ratios utilized in the credit model]. As of December 31, 2012 and September 30, 2013, no additional banks were identified that displayed material risk of near term deferral or default. This result is consistent with the fact that there have been no deferrals in PreTSL XXVIII since March of 2012. In fact, across all trust preferred security pools, cures have outpaced new deferrals in every quarter since that date, as the credit metrics of many community banks have improved dramatically over the last two years.

To account for longer term bank default risk not captured by the credit model, it is assumed that banks will default at a rate of 2% annually for the first two years of the cash flow projection, and 36 basis points in each year thereafter. The near term default rate of 2% is benchmarked to the peak bank failure rate exhibited during the S&L crisis, and is intended to cover any legacy risk from the credit crisis. Longer term, it is assumed that banks that never deferred during the credit crisis are not likely to fail at rates that surpass the pre-credit crisis historical average of 36 basis points annually.

All of the insurance company credits in PreTSL XXVIII are rated by AM Best, a ratings agency that specializes in the insurance industry. Overall, this pool is investment grade, as the weakest credit is rated BBB-. To project defaults for these issuers, each issuer’s credit rating is mapped to its idealized default rate, which is AM Best’s estimate of the historical default rate for insurance companies with that rating. To be conservative, this default probability is doubled in each of the first two years of the cash flow projection.

In the aggregate, as of December 31, 2012 and September 30, 2013, we projected that $121.2 million and $103.7 million, respectively, of collateral would default over the life of the deal, which was equal to 34.3% and 33.20%, respectively, of the total collateral of the deal. Actual defaults and deferrals as of December 31, 2012 and September 30, 2013 were 25.70% and 25.20%, respectively. [The 2,570% reported at December 31, 2012 was a formatting error in the disclosure that has since been corrected.]

Loss Severity/Recoveries:

Until the recent credit crisis, historical data on recoveries for bank trust preferred securities, and other forms of debt and preferred stock, was quite limited. Because of this fact, and due to the deeply subordinated nature of trust preferred securities, conservative recovery assumptions have been developed in the Company’s forecasts. It is assumed that trust preferred securities issued by banks that have already failed will have zero recoveries, and that banks projected to default will have recoveries of 10%. Recoveries on most banks that failed during the credit crisis have been minimal, while more recently, a number of distressed bank holding companies have opted to sell their assets under section 363 of the United States Bankruptcy Code, which has resulted in a broader set of recoveries ranging from zero to as much as par.

U.S. Securities and Exchange Commission

Division of Corporation Finance

ATTN: Mr. Gus Rodriguez

November 22, 2013

Page 5

Additionally, the 10% recovery assumption, or estimated loss severity of 90% [loss severity=par minus recovery], incorporates the potential for cures by banks that are currently in deferral, a trend which has been quite strong over the past several years. Globally, banks have cured deferrals on $2.3 billion of pooled trust preferred securities since the credit crisis, leaving $3.9 billion of deferring collateral outstanding. The trends are similar in PreTSL XXVIII.  For example, as of December 31, 2012, there were nine banks in deferral on $43.5 million of collateral, none of which was projected to cure. Subsequently, one of these banks reached an agreement to be acquired by a strong bank, and another has shown significant improvement in its financial ratios, so these banks have since been added to the cure projections. These two issuers comprise 23% of the $43.5 million of deferring collateral that was projected to default at the December 31, 2012 disclosure.

Conclusion:

Using the assumptions described above, cash flows are projected for the Company’s investment in PreTSL XXVIII and discount at the interest rate specified by ASC 325-10. In accordance with this guidance, if the net present value of discounted projected cash flows is less than the amortized cost of the investment, the difference represents OTTI. As of the December 31, 2012 and September 30, 2013 disclosure dates, the OTTI evaluations for PreTSL XXVIII showed  there was no additional OTTI in the Company’s investment. During prior reporting periods, the Company recorded cumulative impairment charges of approximately $1.1 million or 23.4% of its original investment. These charges reduced the amortized cost of the investment, and currently serve as an additional buffer against further impairment charges should the recently improving credit trends in PreTSL XXVI

November 8, 2013

Via E -mail
Mr. Michael L. Taylor
Chief Financial Officer
First Mid -Illinois Bancshares, Inc.
1421 Charleston Avenue
Mattoon, Illinois 61938

Re: First Mid -Illinois Bancshares, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 7, 2013
File No. 000 -13368

Dear Mr. Taylor :

We have reviewed your filing an d have the following comments.  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 advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Financial Statements

Note 4 – Investment Securities, page 63

1. You have a significant unrealized loss on your PreTSL XXVIII trust preferred
collateralized debt obligation security at December 31, 2012 and September 30,
2013.  The unrealized loss on this security represents 98% and 95% of its book value
at December 31,  2012 and September 30, 2013.  Please tell us why you believe the
security was not other -than-temporarily impaired based on the assumptions utilized
on page 30 and revise future filings to more fully explain why you believe your

Mr. Michael L. Taylor
First Mid -Illinois Bancshares, Inc.
November 8, 2013
Page 2

 current accounting is corre ct.  Please be sure to address each of the points below in
your proposed response:

 Why only 2% of the original collateral has been repaid since your investment and
why this level of repayment is so low in comparison to the two trust preferred
security inv estments sold in 2013 that had repayments of over 55%;
 How you determine the discount rate and why this discount rate was significantly
lower than the discount rates used for your other two trust preferred securities;
 How you developed your estimate of the  expected defaults and deferrals as a
percentage of the remaining collateral of 34.3%.  Why is this estimate so much lower
than the actual defaults and deferrals as a percentage of remaining collateral of
2,570%;
 The estimated loss severity on the securiti es that default and the specific factors that
you considered in developing the estimated loss severity;
 How you determine the projected losses on performing collateral;
 How you consider the specific credit characteristics of the collateral in developing
your estimate of future deferrals and defaults, including  the  earnings and capital
ratios of each financial institution in the pool, the Texas Ratio, the number of quart ers
that interest has been deferred and the cumulative dividend amount owed to investors;
and
 How you determined your recovery rate assumption of 10% .

Business Strategy

2. In each of your quarterly reports in 2013, you discuss the progress of changes to
your risk management programs implemented through a project named Excellence
2015.   In future filings, please discuss this project, including the costs and likely
benefits to First Mid -Illinois.   Also, please tell us whether the Excellence 2015
project was un dertaken as a result of any weaknesses or deficiencies identified as
part of your controls assessments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the d isclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Michael L. Taylor
First Mid -Illinois Bancshares, Inc.
November 8, 2013
Page 3

  staff comments or changes to d isclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Chris Harley  at (202) 551 -3695  or me at (202) 551 -3752  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Chris topher  Dunham  at (202) 551 -3783 or Christian Windsor  at (202) 551 -3419  with any other
questions.

Sincerely,

 /s/ Gus Rodriguez

 Gus Rodriguez
Accounting Branch Chief

January 4, 2012
 Via E-mail

Mr. Michael L. Taylor Chief Financial Officer First Mid-Illinois Bancshares, Inc. 1421 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 completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

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

CORRESP
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    corresp_122011.htm

December 20, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4720_____

100 F Street, NE

Washington, DC 20549

ATTN: Ms. Chris Harley

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 Ms. Harley:

We received your letter dated December 8, 2011 in which you requested that we provide certain information to you, together with, and to the extent applicable, certain proposed disclosures to be included in future First Mid-Illinois Bancshares, Inc.(“Company”) filings with the Securities and Exchange Commission (“Commission”). The Company has given its response below. To facilitate the staff’s review, this letter includes each of the staff’s comments which are italicized and immediately followed by our response.

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Analysis of Balance Sheets

Securities

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 Principal-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 in future filings to discuss all the facts and circumstances

related to your trust preferred investment securities receiving PIK interest to discuss the

following:

U.S. Securities & Exchange Commission

Division of Corporation Finance

ATTN: Mr. Hugh West

December 20, 2011

Page 2

·

the relevant provisions in the securities 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 paying cash interest; and how the fact that the securities were receiving PIK was incorporated into the cash flow analysis that you performed.

Response

The Company will include the following language under the heading “Securities” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in all future filings as it applies to the current status of its investments in trust preferred securities:

At _________________, the Company was receiving “payment in kind” (PIK), in lieu of cash interest on all of its trust preferred securities investments. Use of the term “payment in kind” does not indicate that additional securities have been issued in satisfaction of any outstanding obligation, rather, PIK indicates that a coverage test of a class or tranche directly senior to the class in question has failed and interest on the PIKing note is being capitalized, which means the principal balance is being increased. Once the coverage test is met, the capitalized interest will be paid in cash and current cash interest payments will resume.

The Company’s trust preferred securities investments all allow, under the terms of the issue, for issuers to defer interest for up to five consecutive years. After five years, if not cured, the securities are considered to be in default and the trustee may demand payment in full of principal and accrued interest. Issuers are also considered to be in default in the event of the failure of the issuer or a subsidiary. The structuring of these trust preferred securities provides for a waterfall approach to absorbing losses whereby lower classes or tranches are initially impacted and more senior tranches are only impacted after lower tranches can no longer absorb losses. Likewise, the waterfall approach also applies to principal and interest payments received, as senior tranches have priority over lower tranches in the receipt of payments. Both deferred and defaulted issuers are considered non-performing, and the trustee calculates, on a quarterly or semi-annual basis, certain coverage tests prior to the payment of cash interest to owners of the various tranches of the securities. The coverage tests are compared to an over-collateralization target that states the balance of performing collateral as a percentage of the tranche balance plus the balance of all senior tranches. The tests must show that performing collateral is sufficient to meet requirements for the senior tranches, both in terms of cash flow and collateral value, before cash interest can be paid to subordinate tranches. As a result of the cash flow waterfall provisions within the structure of these securities, when a senior tranche fails its coverage test, all of the cash flows that would have been paid to lower tranches are paid to the senior tranche and recorded as a reduction of the senior tranches’ principal. This principal reduction in the senior tranche continues until the coverage test of the senior tranche is passed or the principal of the tranche is paid in full. For so long as the cash flows are being diverted to the senior tranches, the amount of interest due and payable to the subordinate tranches is received as PIK, that is capitalized and recorded as an increase in the principal value of the tranche. The Company’s trust preferred securities investments are in the mezzanine tranches or classes which are subordinate to one of more senior tranches of their respective issues. The Company is receiving PIK for these securities due to failure of the required senior tranche coverage tests described. These securities are projected to remain in full or partial PIK status for a period of one to eleven years.

U.S. Securities & Exchange Commission

Division of Corporation Finance

ATTN: Mr. Hugh West

December 20, 2011

Page 3

The impact of payment of PIK to subordinate tranches is to strengthen the position of the senior tranches by reducing the senior tranches’ principal balances relative to available collateral and cash flow.  The impact to the subordinate tranches is to increase principal balances, decrease cash flow, and increase credit risk to the tranches receiving the PIK. The risk to holders of a security of a tranche in PIK status is that the total cash flow will not be sufficient to repay all principal and capitalized interest related to the investment.

During the fourth quarter of 2010, after analysis of the expected future cash flows and the timing of resumed interest payments, the Company determined that placing all four of the trust preferred securities on non-accrual status was the most prudent course of action. The Company stopped all accrual of interest and ceased to capitalize any PIK interest payments to the principal balance of the securities.  The Company intends to keep these securities on non-accrual status until the scheduled interest payments resume on a regular basis and any previously recorded PIK has been paid. The PIK status of these securities, among other factors, indicates potential OTTI and accordingly, the Company performed further detailed analysis of the investments’ cash flows and the credit conditions of the underlying issuers. This analysis incorporates, among other things, the waterfall provisions and any resulting PIK status of these securities to determine if cash flow will be sufficient to pay all principal and interest due to the investment tranche held by the Company.  See discussion below and Note 3 – Investment Securities in the notes to the financial statements for more detail regarding this analysis. Based on this analysis, the Company believes the amortized costs recorded for its trust preferred securities investments accurately reflects the position of these securities at ______________________.

U.S. Securities & Exchange Commission

Division of Corporation Finance

ATTN: Mr. Hugh West

December 20, 2011

Page 4

Further, we acknowledge that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at mtaylor@firstmid.com or (217) 258-3306 if you should have any questions about this letter.

Sincerely,

/s/ Michael L. Taylor

Michael L. Taylor

Executive Vice-President & Chief Financial Officer

First Mid-Illinois Bancshares, Inc.

1421 Charleston Avenue

Mattoon, IL 61938

(217) 258-3306

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

CORRESP
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    corresp_052611.htm

                                  June 3, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4720

100 F Street, NE

Washington, DC 20549

ATTN: Ms. Chris Harley

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 March 31, 2011

Filed May 5, 2011

File No. 000-13368

Dear Ms. Harley:

We received your letter dated May 12, 2011 in which you requested that we provide certain information to you, together with, and to the extent applicable, certain proposed disclosures to be included in future First Mid-Illinois Bancshares, Inc.(“Company”) filings with the Securities and Exchange Commission (“Commission”) be revised. The Company has given its responses below. To facilitate the staff’s review, this letter includes each of the staff’s comments which are italicized and immediately followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

 1)

 We understand you “adhere to sound underwriting standards” as discussed at various points within your MD&A. To help an investor better understand the types of loans you offer and the related underwriting standards you adhere to, please expand your disclosure in future filings (by portfolio segment or class) to discuss the “key” standards you follow, such as, minimum loan-to-value ratios (L-T-Vs), as well as other credit documentation requirements.

Response

The Company will include the following language under the heading “Loan Quality and Allowance for Loan Losses” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in all future filings:

The structure of the Company’s loan approval process is based on progressively larger lending authorities granted to individual loan officers, loan committees, and ultimately the Board of Directors.  Outstanding balances to one borrower or affiliated borrowers are limited by federal regulation; however, limits well below the regulatory thresholds

U.S. Securities & Exchange Commission

Division of Corporation Finance

ATTN: Mr. Hugh West

June 3, 2011

Page 2

are generally observed.  The vast majority of the Company’s loans are to businesses located in the geographic market areas served by the Company’s branch bank system.  Additionally, a significant portion of the collateral securing the loans in the portfolio is located within the Company’s primary geographic footprint.  In general, the Company adheres to loan underwriting standards consistent with industry guidelines for all loan segments.

Commercial Real Estate Loans

Commercial real estate loans are generally comprised of loans to small business entities to purchase or expand structures in which the business operations are housed, loans to owners of real estate who lease space to non-related commercial entities, loans for construction and land development, loans to hotel operators, and loans to owners of multi-family residential structures, such as apartment buildings.  Commercial real estate loans are underwritten based on historical and projected cash flows of the borrower and secondarily on the underlying real estate pledged as collateral on the debt.  For the various types of commercial real estate loans, minimum criteria have been established within the Company’s loan policy regarding debt service coverage while maximum limits on loan-to-value and amortization periods have been defined.  Maximum loan-to-value ratios range from 65% to 80% depending upon the type of real estate collateral, while the desired minimum debt coverage ratio is 1.20x. Amortization periods for commercial real estate loans are generally limited to twenty years. The Company’s commercial real estate portfolio is well below the thresholds that would designate a concentration in commercial real estate lending, as established by the federal banking regulators.

Commercial and Industrial Loans

Commercial and industrial loans are primarily comprised of working capital loans used to purchase inventory and fund accounts receivable that are secured by business assets other than real estate.  These loans are generally written for one year or less. Also, equipment financing is provided to businesses with these loans generally limited to 80% of the value of the collateral and amortization periods limited to seven years. Commercial loans are often accompanied by a personal guaranty of the principal owners of a business.  Like commercial real estate loans, the underlying cash flow of the business is the primary consideration in the underwriting process.  The financial condition of commercial borrowers is monitored at least annually with the type of financial information required determined by the size of the relationship.  Measures employed by the Company for businesses with higher risk profiles include the use of government-assisted lending programs through the Small Business Administration and U.S. Department of Agriculture.

Agricultural and Agricultural Real Estate Loans

Agricultural loans are generally comprised of seasonal operating lines to cash grain farmers to plant and harvest corn and soybeans and term loans to fund the purchase of equipment.  Agricultural real estate loans are primarily comprised of loans for the purchase of farmland.  Specific underwriting standards have been established for agricultural-related loans including the establishment of projections for each operating year based on industry developed estimates of farm input costs and expected commodity yields and prices.  Operating lines are typically written for one year and secured by the crop. Loan-to-value ratios on loans secured by farmland generally do not exceed 80% and have amortization periods limited to twenty five years.  Federal government-assistance lending programs through the Farm Service Agency are used to mitigate the level of credit risk when deemed appropriate.

Residential Real Estate Loans

Residential real estate loans generally include loans for the purchase or refinance of residential real estate properties consisting of one-to-four units and home equity loans and lines of credit.  The Company sells substantially all of its long-term fixed rate residential real estate loans to secondary market investors.  The Company also releases the servicing of these loans upon sale.  The Company retains all residential real estate loans with balloon payment features.  Balloon periods are limited to five years. Residential real estate loans are typically underwritten to conform to industry standards including criteria for maximum debt-to-income and loan-to-value ratios as well as minimum credit scores.  Loans secured by first liens on residential real estate held in the portfolio typically do not exceed 80% of the value of the collateral and have amortization periods of twenty five years or less. The Company does not originate subprime mortgage loans.

U.S. Securities & Exchange Commission

Division of Corporation Finance

ATTN: Mr. Hugh West

June 3, 2011

Page 3

Consumer Loans

Consumer loans are primarily comprised of loans to individuals for personal and household purposes such as the purchase of an automobile or other living expenses.  Minimum underwriting criteria have been established that consider credit score, debt-to-income ratio, employment history, and collateral coverage.  Typically, consumer loans are set up on monthly payments with amortization periods based on the type and age of the collateral.

Other Loans

Other loans consist primarily of loans to municipalities to support community projects such as infrastructure improvements or equipment purchases.  Underwriting guidelines for these loans are consistent with those established for commercial loans with the additional repayment source of the taxing authority of the municipality.

Analysis of Balance Sheets

Loans

 2)

  In light of our comment above, and to help an investor better understand the underlying credit quality of your loan portfolio (including non-performing loans), please revise your disclosure in future filings to discuss weighted average L-T-Vs for each portfolio segment or class (it would be useful to provide such information in a comparative or tabular format, along with a narrative explaining any significant changes or trends).

Response

The Company does not maintain or calculate the weighted average L-T-V for each portfolio or class in a readily available reporting mechanism or form and does not believe this information could be practicably obtained.  As a result, the Company proposes not to include such information in its future filings.  The Company will however, as noted above, provide the additional detail requested by the Commission with respect to the Company’s loans.

Securities

 3)

 We note the presentation of defaults and deferrals as a percentage of remaining collateral. Please expand the tabular presentation of information related to the pooled trust preferred securities to include actual deferrals and defaults as a percentage of the original collateral, expected deferrals and defaults as a percentage of the remaining collateral and excess subordination as a percentage of the remaining performing collateral. Additionally, please disclose how you calculate excess subordination and discuss what the excess subordination percentage signifies, including relating it to other column descriptions, to allow an investor to understand why this information is relevant and meaningful.

Response

The Company will include the following disclosure for trust preferred securities in all future filings (items in bold type indicate new disclosure):

U.S. Securities & Exchange Commission

Division of Corporation Finance

ATTN: Mr. Hugh West

June 3, 2011

Page 4

The trust preferred securities are four trust preferred pooled securities issued by FTN Financial Securities Corp. (“FTN”). The following table contains information regarding these securities as of __________________:

Deal name

PreTSL I

PreTSL II

PreTSL VI

PreTSL XXVIII

Class

Mezzanine

Mezzanine

Mezzanine

Mezzanine C-1

Book value

$

$

$

$

Fair value

$

$

$

$

Unrealized gains/(losses)

$

$

$

$

Other-than-temporary impairment recorded in earnings

$

$

$

$

Lowest credit rating assigned

Number of performing banks / insurance companies

Number of issuers in default

Number of issuers in deferral

Original collateral

$

$

$

$

Actual defaults & deferrals as a % of original collateral

%

%

%

%

Remaining collateral

$

$

$

$

Actual defaults & deferrals as a % of remaining collateral

%

%

%

%

Expected defaults & deferrals as a % of remaining collateral

%

%

%

%

Performing collateral

$

$

$

$

Current balance of class

$

$

$

$

Subordination

$

$

$

$

Excess subordination

$

$

$

$

Excess subordination as a % of remaining performing collateral

%

%

%

%

Cash Flow Analysis Assumptions:

Discount rate

%

%

%

%

Defaults & deferrals (1)

%

%

%

%

Recovery assumption (2)

%

%

%

%

Prepayment assumption (3)

%

%

%

%

(1) 2% annually for 2 years and 36 basis points annually thereafter

(2) With 2 year lag

(3) Every 5 years beginning after 2013

The trust preferred pooled securities are Collateralized Debt Obligations (“CDOs”) backed by a pool of debt securities issued by financial institutions. The collateral consists of trust-preferred securities and subordinated debt securities issued by banks, bank holding companies and insurance companies. Performing collateral is the amount of remaining collateral less the balances of collateral in deferral or default. Subordination is the amount of performing collateral in excess of the current balance of a specified class and all classes senior to the specified class.  Excess subordination is the amount that the performing collateral balance exceeds the current outstanding balance of the specific class, plus all senior classes. It is a static measure of credit enhancement, but does not incorporate all of the structural elements of the security deal. This amount can also be impacted by future defaults and deferrals, deferring balances that cure or redemptions of securities by issuers. A negative excess subordination indicates that the current performing collateral of the security would be insufficient to pay the current principal balance of the class notes after all of the senior classes notes were paid. However, the performing collateral balance excludes the collateral of issuers currently deferring their interest payments. Because these issuers are expected to resume payment in the future (within five years of the first deferred interest period), a negative excess subordination does not necessarily mean a class note holder will not receive a greater than projected or even full payment of cash flow at maturity.

U.S. Securities & Exchange Commission

Division of Corporation Finance

ATTN: Mr. Hugh West

June 3, 2011

Page 5

Item 8. Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements

Note 5-Loans

4)  Please expand your future filings to address the following:

·

Disclose the Company’s policy for recording payments received on non-accrual financing receivables and the policy for determining past due or delinquency status pursuant to ASC 310-10-50-6 (b) and (e);

Response

The Company will include the following language in its “Notes to the Consolidated Financial Statements” in all future filings:

Within all loan portfolio segments, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date. Impaired loans, excluding certain troubled debt restructured loans, are placed on non-accrual status. Impaired loans include nonaccrual loans and loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. It is the Company’s policy to have any restructured loans which are on nonaccrual status prior to being modified remain on nonaccrual status until, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.  If the restructured loan is on accrual status prior to being modified, the loan is reviewed to determine if the modified loan should remain on accrual status.

The Company’s policy is to discontinue the accrual of interest income on all loans for which principal or interest is ninety days past due.  The accrual of interest is discontinued earlier when, in the opinion of management, there is reasonable doubt as to the timely collection of interest or principal.  Once interest accruals are discontinued, accrued but uncollected interest is charged against current year income. Subsequent receipts on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Interest on loans determined to be troubled debt restructurings is recognized on an accrual basis in accordance with the restructured terms if the loan is in compliance with the modified terms.  Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as t

May 12 , 2011
 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 March 31, 2011
Filed May 5, 2011
  File No. 000 -13368
 Dear Mr. Taylor :
 We have reviewed your filings  and have the following comments.  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 providing the requested
information, including a draft of your proposed disclosures to be made in future filings clearly identifying new and deleted disclosure, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not
believe future revisions are appropriate, please tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have  additional comments.

Form 10- K for the Fiscal Year Ended December 31, 2010
 Management’s Discussion and Analysis of Financial Condition and Results of Operations
  General
1. We understand you “adhere to sound underwriting standards” as discussed at various
points within your MD&A.  To help an investor better understand the types of loans you offer and the related underwriting standards you adhere to, p lease expand your disclosure
in future filings (by portfolio segment or class) to discuss those “key” standards you

 Michael L. Taylor
First Mid -Illinois Bancshares, Inc.
May 12 , 2011
Page 2

follow, such as, minimum loan -to-value ratios ( L-T-Vs), as well as other credit and
documentation requirements .

Analysis of Balance Sheets
 Loans
2. In light of our comment above, and to help an investor better understand the underlying credit quality of your loan portfolio (including non- performing loans), please revise your
disclosure in future filings to discuss weighted average L -T-Vs for each portfolio
segment or class (it would be useful to provide such information in a comparative or tabular format, along with a narrative explaining any significant changes or trends).

Securities
3. We note the presentation of defaults and deferral s as a percentage of remaining collateral.
Please expand the tabular presentation of information related to the pooled trust preferred
securities to include actual deferrals and defaults as a percentage of the original collateral, expected deferrals and d efaults as a percentage of the remaining collateral and excess
subordination as a percentage of the remaining performing collateral.  Additionally, please disclose how you calculate excess subordination and discuss what the excess subordination percentage signifies, including relating it to other column descriptions, to allow an investor to understand why this information is relevant and meaningful.

Item 8. Financial Statements and Supplementary Data
 Notes to the Consolidated Financial Statements
 Note 5 – Loans
4. Please expand your future filings to address the following:
• disclose the company’s policy for recording payments received on nonaccrual
financing receivables and the policy for determining past due or delinquency status
pursuant to ASC 310- 10-50-6 (b) and (e);

• discuss the factors that influenced management’s judgment including historical losses
and existing economic conditions to estimate the allowance for loan losses by
portfolio segment pursuant to ASC 310- 10-50-11B (a)(1).  Specifically address the

 Michael L. Taylor
First Mid -Illinois Bancshares, Inc.
May 12 , 2011
Page 3

historical loss period utilized in your estimates and how you determined such duration was appropriate;

• disclose the company’ s policy for charging off uncollectible financing receivables by
portfolio segment pursuant to ASC 310- 10-50-11B (b);

• disclose the amount of the recorded investment for which there is a related allowance
for credit losses and the amount of the allowance and the amount of that recorded
balance for which there is no related allowance for credit losses pursuant to ASC 310 -
10-50-15 (a)(3) as of the date of each statement of financial position by class of
financing receivable;

• disclose the company’s policy for recognizing interest income on impaired loans,
including how cash receipts are recorded by class of financing receivable pursuant to
ASC 310- 10-50-15 (b);  and

• provide all of the disclosures required by ASC 310- 10-50-15 (c) for impaired loans
each period that results of operations are  presented .

 Form 10- Q for the Quarterly Period Ended March 31, 2011
 Notes to Condensed Consolidated financial Statements
 Note 3 – Investment Securities
5. We note your  trust preferred securities  that have been in a continuous unrealized loss
position for more than 12 months at March 31, 2011 and December 31, 2010.  Please provide us with your  OTTI analysis (including third -party reports, if applicable) for each
period and provide a robust narrative discussion (for each security) supporting your conclusion that additional impairment was not necessary.
               We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of the disclosures they have made.
             In responding to our comments, please provide  a written statement from the company
acknowledgi ng that:

 Michael L. Taylor
First Mid -Illinois Bancshares, Inc.
May 12 , 2011
Page 4

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; an d

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

Sincerely,

Hugh West
Branch Chief