UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of Earliest Event Reported):
                                 MARCH 31, 2006


                       FIRST MID-ILLINOIS BANCSHARES, INC.
             (Exact Name of Registrant as Specified in its Charter)

                                    DELAWARE
                 (State of Other Jurisdiction of Incorporation)

            0-13368                                     37-1103704
     (Commission File Number)               (IRS Employer Identification No.)


                    1515 CHARLESTON AVENUE, MATTOON, IL 61938
           (Address Including Zip Code of Principal Executive Offices)

                                 (217) 234-7454
                         (Registrant's Telephone Number,
                              including Area Code)








Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:

[  ] Written  communications  pursuant  to Rule 425 under the  Securities  Act
     (17CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
     240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17CFR 240.13e-4(c))






Item 8.01.   Other Events

Incorporated  by reference is the  quarterly  shareholder  report  issued by the
Registrant  on May 5,  2006,  attached  as  Exhibit  99,  providing  information
concerning the Registrant's financial statements as of March 31, 2006.



Item 9.01.   Financial Statements and Exhibits

(d)  Exhibits

     Exhibit  99 -  Quarterly  shareholder  report as of and for the period
     ending March 31, 2006












                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has dully caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    FIRST MID-ILLINOIS BANCSHARES, INC.



Dated: May 5, 2006                  /s/  Michael L. Taylor

                                    Michael L. Taylor
                                    Chief Financial Officer






                                INDEX TO EXHIBITS

Exhibit
Number          Description
--------------------------------------------------------------------------------
 99             Quarterly shareholder report issued May 5, 2006







                                                                      Exhibit 99
[GRAPHIC OMITTED][GRAPHIC OMITTED]

First Mid-Illinois Bancshares,  Inc. has started 2006 well with diluted earnings
per share of $.54 and net income of $2,404,000 - results that are  comparable to
last  year's  first  quarter  results  of  $.54  per  share  and net  income  of
$2,435,000.  Loan and deposit  balances  increased  during the first  quarter of
2006,  non-performing  assets  declined to $3.3 million from $4.3 million a year
ago and our  previously  announced  acquisition of Mansfield  Bancorp,  Inc. has
closed as scheduled during the second quarter.

In previous reports, I have communicated with you about the challenging interest
rate  environment  which  banks  are  experiencing.  This rate  environment  has
continued in 2006, resulting in a decline in our net interest margin to 3.66% at
March  31,  2006  from  3.71% at March 31,  2005.  However,  growth in loans and
deposits has more than  compensated for the decline in margin.  Loan balances on
March 31, 2006 were $642  million as compared  to $638  million on December  31,
2005 with the majority of the growth in commercial  real estate  loans.  Deposit
balances  on March 31,  2006 were  $654  million  compared  to $649  million  on
December 31, 2005 with growth in money market account balances. As a result, net
interest  income  increased by $65,000 to $7,140,000  compared to $7,075,000 for
the first quarter of 2005.

Non-interest  income  amounted to  $3,133,000  for the first  quarter of 2006 as
compared with  $3,176,000 for the first quarter of 2005.  Increases in long-term
interest  rates led to a decline in mortgage  banking  revenues,  while  service
charge income from deposit accounts and insurance commissions increased.  During
the first  quarter of 2005,  we  recognized  $173,000 of  securities  gains.  We
recognized no security gains in the first quarter of 2006.

Non-interest  expense  increased  slightly  in 2006 to  $6,529,000  compared  to
$6,306,000  in 2005.  This  increase is  attributed to the opening of our newest
branch in Highland,  Illinois  which opened in March 2005,  the new location for
The Checkley  Agency,  Inc.  which opened in June 2005 and an accounting  change
associated  with  stock  options.   Beginning  in  2006,  businesses  that  have
outstanding  stock  options are  required  to make an  estimate of  compensation
expense  associated  with these  options  and record  that amount as a charge to
earnings.  This accounting change resulted in additional compensation expense of
$49,000 being  recorded in the first quarter of 2006.  In previous  years,  this
amount has been shown only in the footnotes to the financial statements.

We continue to stress the  importance of credit  quality.  Total  non-performing
assets have  declined  from $4.3  million on March 31,  2005 to $3.3  million on
March 31,  2006 and remain  below peer bank  averages.  Our  provision  for loan
losses  amounted to  $193,000  for the first  quarter of 2006 as  compared  with
$187,000 for the first quarter of 2005.  Net  charge-offs  were $112,000 for the
first quarter of 2006 as compared to $71,000 last year.



We also continue to provide our shareholders  with liquidity for their First Mid
investments  through  our ongoing  share  repurchase  program.  During the first
quarter of 2006, we repurchased  approximately  80,000 shares at a total cost of
$3.3  million.  This  program  has  proven  to  be a  solid  way  of  increasing
shareholder  value,  as well as providing a supplement to open-market  liquidity
for our shareholders.  Any shareholder who wishes to utilize this service should
contact Ms. Christie Wright at (217) 258-0493.

As mentioned earlier, I am pleased to report that we have recently completed the
acquisition  of Mansfield,  Bancorp,  Inc., the parent company for Peoples State
Bank of Mansfield.  From a strategic  standpoint,  the  acquisition  expands our
ability  to  deliver  banking,  trust,  and  insurance  solutions  to clients in
Champaign,  Piatt and Dewitt Counties.  Our existing branch network  compliments
these  locations  nicely,  and we will  now  have  28  banking  locations  in 20
communities  across  central  Illinois.  We  look  forward  to  carrying  on the
tradition of quality  customer  service that Peoples State Bank of Mansfield has
displayed since 1910. We have recently begun preparations for installation of an
ATM at the Mahomet facility to enhance  convenience for customers.  In addition,
we continue to work  diligently  to combine the  operations of Peoples and First
Mid-Illinois  Bank & Trust,  N.A. and anticipate this to be completed by the end
of the third quarter,  2006. At that time,  services such as electronic  banking
and remote  deposit  will be  available  for  customers.  We look forward to the
opportunities that lie ahead.

Our 2006  annual  meeting of  stockholders  will be held at 4:00 p.m. on May 24,
2006 in the lobby of First  Mid-Illinois  Bank & Trust,  N.A.,  1515  Charleston
Avenue, Mattoon,  Illinois. All shareholders are invited to attend. On behalf of
the Board,  management  and entire  staff of the  Company,  I thank you for your
continued  support and look forward to visiting  with as many of you as possible
at the annual meeting.

Sincerely,
/s/ William S. Rowland
Chairman and Chief Executive Officer

May 5, 2006



                       First Mid-Illinois Bancshares, Inc.
                             1515 Charleston Avenue
                             Mattoon, Illinois 61938
                                  217-234-7454
                                www.firstmid.com





CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)   (unaudited)          Mar 31,        Dec 31,
--------------------------------------------------------------------------------
                                                            2006           2005
Assets
Cash and due from banks                                  $14,945        $19,131
Federal funds sold and other interest-bearing deposits     2,345            426
Investment securities:
 Available-for-sale, at fair value                       147,000        155,841
 Held-to-maturity, at amortized cost (estimated fair
  value of $1,316 and $1,442 at March 31, 2006
  and December 31, 2005, respectively)                     1,292          1,412
Loans                                                    641,861        638,133
Less allowance for loan losses                            (4,729)        (4,648)
--------------------------------------------------------------------------------
  Net loans                                              637,132        633,485
Premises and equipment, net                               15,325         15,168
Goodwill, net                                              9,034          9,034
Intangible assets, net                                     2,640          2,778
Other assets                                              12,303         13,298
--------------------------------------------------------------------------------
  Total assets                                          $842,016       $850,573
================================================================================
Liabilities and Stockholders' Equity
Deposits:
  Non-interest bearing                                   $96,827        $95,305
  Interest bearing                                       556,919        553,764
--------------------------------------------------------------------------------
    Total deposits                                       653,746        649,069
Repurchase agreements with customers                      46,606         67,380
Other borrowings                                          53,000         44,500
Junior subordinated debentures                            10,310         10,310
Other liabilities                                          6,101          6,988
--------------------------------------------------------------------------------
  Total liabilities                                      769,763        778,247
--------------------------------------------------------------------------------
Stockholders' Equity:
Common stock ($4 par value; authorized
   18,000,000 shares; issued 5,662,115 shares
   in 2006 and 5,633,621 shares in 2005)                  22,648         22,534
Additional paid-in capital                                20,302         19,439
Retained earnings                                         63,272         60,867
Deferred compensation                                      2,514          2,440
Accumulated other comprehensive income                      (887)          (739)
Treasury stock at cost, 1,321,390 shares in
   2006 and 1,241,359 shares in 2005                     (35,596)       (32,215)
--------------------------------------------------------------------------------
  Total stockholders' equity                              72,253         72,326
--------------------------------------------------------------------------------
  Total liabilities and stockholders' equity            $842,016       $850,573
================================================================================






CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands)   (unaudited)
--------------------------------------------------------------------------------
For the three months ended March 31,                            2006       2005
Interest income:
Interest and fees on loans                                   $10,286   $  8,782
Interest on investment securities                              1,553      1,563
Interest on federal funds sold and other                          20         79
--------------------------------------------------------------------------------
    Total interest income                                     11,859     10,424
Interest expense:
Interest on deposits                                           3,449      2,515
Interest on repurchase agreements with customers                 481        283
Interest on subordinated debt                                    599        411
Interest on other borrowings                                     190        140
--------------------------------------------------------------------------------
    Total interest expense                                     4,719      3,349
--------------------------------------------------------------------------------
Net interest income                                            7,140      7,075
Provision for loan losses                                        193        187
--------------------------------------------------------------------------------
Net interest income after provision for loan losses            6,947      6,888
Non-interest income:
Trust revenues                                                   609        636
Brokerage commissions                                             92         97
Insurance commissions                                            576        511
Service charges                                                1,150      1,034
Securities gains, net                                            (1)        173
Mortgage banking revenues                                         67        153
Other                                                            640        572
--------------------------------------------------------------------------------
  Total non-interest income                                    3,133      3,176
Non-interest expense:
Salaries and employee benefits                                 3,563      3,474
Net occupancy and equipment expense                            1,136      1,036
Amortization of intangible assets                                138        142
Other                                                          1,692      1,654
--------------------------------------------------------------------------------
  Total non-interest expense                                   6,529      6,306
--------------------------------------------------------------------------------
Income before income taxes                                     3,551      3 758
Income taxes                                                   1,147      1,323
--------------------------------------------------------------------------------
Net income                                                    $2,404     $2,435
================================================================================


Per Share Information
(unaudited)
--------------------------------------------------------------------------------
For the three months ended March 31,                            2005       2004
Basic earnings per share                                       $0.55      $0.55
Diluted earnings per share                                     $0.54      $0.54
Book value per share at March 31                              $16.65     $15.72
Market price of stock at March 31                             $40.00     $40.15


CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands)  (unaudited)
--------------------------------------------------------------------------------
For the three months ended March 31,                            2005       2004
Balance at beginning of period                               $72,326    $69,154
Net income                                                     2,404      2,435
Issuance of stock                                                783        711
Purchase of treasury stock                                    (3,307)    (1,566)
Deferred compensation adjustment                                 195         87
Changes in accumulated other comprehensive
   income (loss)                                                (148)      (985)
--------------------------------------------------------------------------------
Balance at end of period                                     $74,259    $71,841
================================================================================