Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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1. Name and Address of Reporting Person *
ROWLAND WILLIAM S
 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 & Chief Executive Officer
(Last)
(First)
(Middle)

# 1 PRAIRIE SUN LANE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


MATTOON, IL 61938		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/30/2004   J(10) 30.668 A $ 46.55 3,595.362 I By 401K
Common Stock 06/25/2004   J(10) 23.602 A $ 48.75 5,428.447 (11) I By 401K
Common Stock             16,425.685 I By IRA
Common Stock             631.484 D  
Common Stock             4,014.081 I By Deferred Comp

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 10.45           10/21/1998(1) 10/21/2007 Common Stock
9,000
  9,000
D
 
Stock Option $ 14.99           10/01/1999(2) 01/12/2008 Common Stock
4,500
  13,500
D
 
Stock Option $ 15.56           01/01/2000(3) 12/22/2008 Common Stock
4,500
  18,000
D
 
Stock Option $ 15.33           01/01/2001(4) 12/13/2009 Common Stock
12,375
  30,375
D
 
Stock Option $ 12.56           01/01/2002(5) 12/18/2010 Common Stock
5,625
  36,000
D
 
Stock Option $ 16           01/01/2003(6) 12/18/2011 Common Stock
13,500
  49,500
D
 
Stock Option $ 18.17           01/01/2004(7) 12/16/2012 Common Stock
12,000
  61,500
D
 
Stock Option $ 31           01/01/2005(8) 12/16/2013 Common Stock
12,000
  73,500
D
 
Stock Option $ 41           01/01/2006(9) 12/14/2014 Common Stock
12,000
  85,500
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROWLAND WILLIAM S
# 1 PRAIRIE SUN LANE
MATTOON, IL 61938		       Pres & Chief Executive Officer  

Signatures

Michael L. Taylor, pursuant to a Power of Attorney filed on 12/19/2002. 01/12/2005
**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 exerciseable in 4 equal annual installments beginning on 10/21/1998.
(2) Options become exerciseable in 4 equal annual installments beginning on 01/01/1999.
(3) Options become exerciseable in 4 equal annual installments beginning on 01/01/2000.
(4) Options become exerciseable in 4 equal annual installments beginning on 01/01/2001.
(5) Options become exerciseable in 4 equal annual installments beginning on 01/01/2002.
(6) Options become exerciseable in 4 equal annual installments beginning on 01/01/2003.
(7) Options become exerciseable in 4 equal annual installments beginning on 01/01/2004.
(8) Options become exerciseable in 4 equal annual installments beginning on 01/01/2005.
(9) Options become exerciseable in 4 equal annual installments beginning on 01/01/2006.
(10) Shares acquired through the Company's dividend reinvestment plan with dividends paid on shares of common stock held.
(11) Shares balance has been adjusted to reflect a 3 for 2 stock split that occurred on July 16, 2004.

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