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 *
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. 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             375 D  
Common Stock 01/30/2004   J(7) 4.946 A $ 46.55 579.929 I By 401K
Common Stock 03/09/2004   P 0.037 A $ 45.67 579.966 I By 401K
Common Stock 05/20/2004   P 0.001 A $ 30 579.967 I By 401K
Common Stock 06/25/2004   J(7) 3.807 A $ 48.75 583.774 I By 401K
Common Stock 08/23/2004   P 0.001 A $ 30 875.661 (8) I By 401K
Common Stock             2,029.181 I By Deferred Comp

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 2270 (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 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 $ 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. 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 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.
(8) Share balance has been adjusted to reflect a 3 for 2 stock split that occurred on July 16, 2004.

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