FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * HEDGES JOHN W   2. Issuer Name and Ticker or Trading Symbol FIRST MID ILLINOIS BANCSHARES INC [FMBH.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Pres First Mid-Illinois Bank (Last) (First) (Middle) 4 PINEHURST DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 03/03/2006 (Street) MATTOON, IL 61938 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               375 D   Common Stock 01/09/2006   J(7) V 5.619 A $ 41 891.594 I By 401K Common Stock 01/09/2006   J(7) V 15.605 A $ 41 2,476.438 I By Deferred Compensation Plan Common Stock 03/03/2006   P   87.033 A $ 40.5 2,563.471 I By Deferred Compensation Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 15.33

01/01/2001(1)

12/13/2009

Common Stock

4,500

4,500

D

Stock Option

$ 12.56

01/01/2002(2)

12/18/2010

Common Stock

3,375

7,875

D

Stock Option

$ 16

01/01/2003(3)

12/18/2011

Common Stock

3,375

11,250

D

Stock Option

$ 18.17

01/01/2004(4)

12/16/2012

Common Stock

4,875

16,125

D

Stock Option

$ 31

01/01/2005(5)

12/16/2013

Common Stock

4,875

21,000

D

Stock Option

$ 41

01/01/2006(6)

12/14/2014

Common Stock

4,875

25,875

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HEDGES JOHN W 4 PINEHURST DRIVE MATTOON, IL 61938			Pres First Mid-Illinois Bank

Signatures

Michael L. Taylor, pursuant to a Power of Attorney filed on 11/01/2002.		03/14/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Options become exercisable in 4 equal annual installments beginning on 1/1/2001.
(2)	Options become exercisable in 4 equal annual installments beginning on 1/1/2002.
(3)	Options become exercisable in 4 equal annual installments beginning on 1/1/2003.
(4)	Options become exercisable in 4 equal annual installments beginning on 1/1/2004.
(5)	Options become exercisable in 4 equal annual installments beginning on 1/1/2005.
(6)	Options become exercisable in 4 equal annual installments beginning on 1/1/2006.
(7)	Shares acquired through the Company's dividend reinvestment plan with dividends paid on shares of common stock held.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.