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 *
WYCKOFF JAMES H
 2. Issuer Name and Ticker or Trading Symbol
FINANCIAL INSTITUTIONS INC [FISI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

220 LIBERTY STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


WARSAW, NY 14569		 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
Class A Preferred Stock 08/22/2001   G5 7 A $ (1) 26 D  
Class A Preferred Stock 08/31/2004   G5 8 A $ (1) 34 D  
Class B Preferred Stock 08/16/2001   G5 65 A $ (1) 6,001 D  
Class B Preferred Stock 08/31/2004   G5 65 A $ (1) 6,066 D  
Class B Preferred Stock 05/14/2002   G5 5,000 A $ (1) 11,314 I Held as trustee.
Class B Preferred Stock 03/04/2004   W5 7,823 A $ (2) 19,137 I Held as trustee.
Common Stock 12/31/2001   G5 2,400 D $ (1) 260,261 D  
Common Stock 02/01/2002   G5 375 A $ (1) 260,636 D  
Common Stock 10/02/2002   G5 39,000 D $ (1) 221,636 D  
Common Stock 01/10/2003   G5 340 A $ (1) 221,976 D  
Common Stock 01/20/2004   G5 380 A $ (1) 222,356 D  
Common Stock 09/29/2004   W5 3,657 A $ (2) 226,013 D  
Common Stock 02/01/2002   G5 375 A $ (1) 66,275 I Owned by spouse.
Common Stock 01/10/2003   G5 340 A $ (1) 66,615 I Owned by spouse.
Common Stock 01/20/2004   G5 380 A $ (1) 66,995 I Owned by spouse.
Common Stock     3         I Held as trustee.
Common Stock 01/25/2002   G5 3,700 A $ (1) 585,300 I Held as trustee.
Common Stock 02/01/2002   G5 23,000 A $ (1) 608,300 I Held as trustee.
Common Stock 10/02/2002   G5 19,500 A $ (1) 627,800 I Held as trustee.
Common Stock 01/02/2003   G5 40,000 A $ (1) 667,800 I Held as trustee.
Common Stock 06/12/2003   G5 40,000 A $ (1) 707,800 I Held as trustee.
Common Stock 03/04/2004   W5 62,270 A $ (2) 770,070 I Held as trustee.
Common Stock 12/29/2004   S4 1,000 D $ 24.192 (4) 769,070 I Held as trustee.
Class A Preferred Stock             8 I Owned by spouse.
Class B Preferred Stock             855 I Owned by spouse.
Common Stock             50,000 I As beneficiary under trust.

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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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WYCKOFF JAMES H
220 LIBERTY STREET
WARSAW, NY 14569		   X      

Signatures

Sonia M. Dumbleton for James H. Wyckoff 04/21/2005
**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) Shares acquired by gift.
(2) Shares acquired by will.
(3) Includes 230,800 shares erroneously omitted from original Form 3.
(4) Sale executed under the Wyckoff Family Foundation to comply with diversification requirements of the NYS Attorney General.

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

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