FIRST MID ILLINOIS BANCSHARES INC
SC 13D/A, 2000-09-26
STATE COMMERCIAL BANKS
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                               SCHEDULE 13D/A
                               (Rule 13d-101)

         INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
    RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                              (Amendment No. 1)


                     First Mid-Illinois Bancshares, Inc.
    ---------------------------------------------------------------------
                              (Name of Issuer)


                   Common Stock, par value $4.00 per share
    ---------------------------------------------------------------------
                       (Title of Class of Securities)


                                 320866 106
    ---------------------------------------------------------------------
                               (CUSIP Number)


                               Mary Lee Sparks
                          2438 Campbell Road, N.W.
                        Albuquerque, New Mexico 87104
                               (505) 344-0494
    ---------------------------------------------------------------------
                (Name, Address and Telephone Number of Person
              Authorized to Receive Notices and Communications)


                             September 21, 2000
    ---------------------------------------------------------------------
           (Date of Event which Requires Filing of this Statement)


        If the filing person has previously filed a statement on Schedule
   13G to report the acquisition that is the subject of this Schedule
   13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
   13d-1(g), check the following box [  ].

        NOTE. Schedules filed in paper format shall include a signed
   original and five copies of the schedule, including all exhibits. See
   Rule 13d-7(b) for other parties to whom copies are to be sent.


                       (Continued on following pages)

                              Page 1 of 5 Pages





   CUSIP No. 320866 106                  13D                  Page 2 of 5 Pages


         1      NAMES OF REPORTING PERSONS
                I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                Mary Lee Sparks

         2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP         (a) [ ]
                                                                         (b) [x]
         3      SEC USE ONLY

         4      SOURCE OF FUNDS

                PF

         5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                PURSUANT TO ITEMS 2(d) or 2(e)                               [ ]

         6      CITIZENSHIP OR PLACE OF ORGANIZATION

                United States of America

           NUMBER OF          7     SOLE VOTING POWER

            SHARES                  24,300 Shares

         BENEFICIALLY         8     SHARED VOTING POWER

           OWNED BY                 43,740 Shares

             EACH             9     SOLE DISPOSITIVE POWER

          REPORTING                 24,300 Shares

            PERSON           10     SHARED DISPOSITIVE POWER

             WITH                   43,740 Shares

     11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            68,040 Shares

     12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
            CERTAIN SHARES                                                   [ ]

     13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            3.0%

     14     TYPE OF REPORTING PERSON

            IN





   ITEM 1.   SECURITY AND ISSUER.

        This statement relates to the common stock, par value $4.00 per
   share (the "Common Stock"), of First Mid-Illinois Bancshares, Inc, a
   Delaware corporation (the "Company"), whose principal executive
   offices are located at 1515 Charleston Avenue, Mattoon, Illinois
   61938.

   ITEM 2.   IDENTITY AND BACKGROUND.

        This statement is being filed by Mary Lee Sparks, individually
   and as trustee of the trust described in Item 5 below. Ms. Sparks is a
   citizen of the United States of America. Her principal occupation is
   managing her investments. Her address is 2438 Campbell Road, N.W.,
   Albuquerque, New Mexico 87104.

        During the last five years, Ms. Sparks (i) has not been convicted
   in a criminal proceeding (excluding traffic violations or similar
   misdemeanors) and (ii) has not been a party to a civil proceeding of a
   judicial or administrative body of competent jurisdiction resulting in
   a judgment, decree or final order finding any violation with respect
   to federal or state securities laws or enjoining future violations of,
   or prohibiting or mandating activities subject to, such laws.

   ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        Since Ms. Sparks's originally filed statement on Schedule 13D on
   December 27, 1993, shares of Common Stock for which Ms. Sparks is
   reporting beneficial ownership herein have been acquired in the
   following manner: (i) 4,184 shares have been acquired pursuant to
   dividend reinvestment under the Company's Dividend Reinvestment Plan;
   (ii) 2,510 shares have been acquired by a trust for the benefit of Ms.
   Sparks's nephew (see Item 5 below); and (iii) 43,740 shares were
   acquired by SKL Investment Group, LLC (see Item 5 below). In addition
   to these acquisitions, shares have been distributed from the trust for
   Ms. Sparks's nephew (which shares are no longer reported herein), and
   Ms. Sparks is no longer reporting shares held by the Mary L. Sparks
   Trust because she no longer holds voting or investment power over such
   shares. No borrowed funds were used for any of the above-listed
   acquisitions.

   ITEM 4.   PURPOSE OF TRANSACTION.

        Purchases of shares of Common Stock by Ms. Sparks have been for
   investment purposes. Ms. Sparks may purchase additional shares from
   time to time depending upon price, market conditions, availability of
   funds, evaluation of other investment opportunities, and other
   factors. Although Ms. Sparks has no present intention to sell any
   shares, she could determine from time to time, based upon the same
   factors listed above for purchases, to sell some or all of the shares
   held by her.


                              Page 3 of 5 Pages





        Except as set forth above, Ms. Sparks does not have any plan or
   proposal which relates to any of the following matters:

        (a) The acquisition by any person of additional securities of the
   issuer, or the disposition of securities of the issuer;

        (b) An extraordinary corporate transaction, such as a merger,
   reorganization or liquidation, involving the issuer or any of its
   subsidiaries;

        (c) A sale or transfer of a material amount of assets of the
   issuer or of any of its subsidiaries;

        (d) Any change in the present board of directors or management of
   the issuer, including any plans or proposals to change the number or
   term of directors or to fill any existing vacancies on the board;

        (e) Any material change in the present capitalization or dividend
   policy of the issuer;

        (f) Any other material change in the issuer's business or
   corporate structure;

        (g) Changes in the issuer's charter, bylaws or instruments
   corresponding thereto or other actions which may impede the
   acquisition of control of the issuer by any person;

        (h) Causing a class of securities of the issuer to be delisted
   from a national securities exchange or to cease to be authorized to be
   quoted in an inter-dealer quotation system of a registered national
   securities association;

        (i) A class of equity securities of the issuer becoming eligible
   for termination of registration pursuant to Section 12(g)(4) of the
   Exchange Act; or

        (j) Any action similar to any of those enumerated above.

   ITEM 5.   INTEREST IN SECURITIES OF ISSUER.

        (a) & (b) Ms. Sparks holds sole voting and investment power over
   the following shares of Common Stock: (i) 1,236 shares held
   individually and (ii) 23,064 shares held in a trust for the benefit of
   her nephew, under which Ms. Sparks serves as trustee (Ms. Sparks
   disclaims beneficial ownership of these 23,064 shares). Ms. Sparks's
   beneficial ownership reported herein includes 43,740 shares held by
   SKL Investment Group, LLC over which shares Ms. Sparks has shared
   voting and investment power. Ms. Sparks's total beneficial ownership
   amounts to 68,040 shares of Common Stock, or 3.0% of the outstanding
   shares.



                              Page 4 of 5 Pages





        (c)  During the past 60 days, Ms. Sparks has effected no
   transactions in the Common Stock other than (i) a purchase of 9,865
   shares at $28.25 per share on August 22, 200 by SKL Investment Group,
   LLC and (ii) a purchase of 33,875 shares at $28.125 per share on
   August 30, 2000 by SKL Investment Group, LLC.

        (d)  Other than the entities described in sub-items (a) & (b)
   above, to the knowledge of Ms. Sparks, no other person has the right
   to receive or the power to direct the receipt of dividends from, or
   proceeds from the sale of, the shares of Common Stock beneficially
   owned by Ms. Sparks.

        (e)  As of the date of this filing, Ms. Sparks is no longer the
   beneficial owner of more than 5% of the Common Stock.

   ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
             WITH RESPECT TO SECURITIES OF THE ISSUER.

        There are no contracts, arrangements, understandings or
   relationships (legal or otherwise) between Ms. Sparks and any person
   with respect to any securities of the issuer.

   ITEM 7.   MATERIALS TO BE FILED AS EXHIBITS.

        None.

                                 SIGNATURES

        After reasonable inquiry and to the best of my knowledge and
   belief, I certify that the information set forth in this statement is
   true, complete and correct.

   Dated:    September 21, 2000

                                           /s/ Mary Lee Sparks
                                           ------------------------------
                                           Mary Lee Sparks
















                              Page 5 of 5 Pages


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