SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	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.

1. Name and Address of Reporting Person* UKROP ROBERT S (Last) (First) (Middle) 4951 LAKE BROOK DR STE 500 (Street) GLEN ALLEN VA 23060 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HILB ROGAL & HOBBS CO [ HRH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	4. If Amendment, Date of 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

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	12/31/2004		G	1,500	D	$7.375	64,625	D
Common Stock	12/31/2004		G	1,000	D	$7.5	63,625	D
Common Stock	12/31/2004		G	1,100	D	$19.91	62,525	D
Common Stock	12/31/2004		G	2,000	D	$20	60,525	D
Common Stock	12/31/2004		G	1,000	D	$20	59,525	D
Common Stock	12/31/2004		G	1,500	D	$28.97	58,025	D
Common Stock	12/31/2004		G	6,600	D	$30.02	51,425	D
Common Stock	12/31/2004		G	3,500	D	$32	47,925	D
Common Stock	12/31/2004		G	2,000	D	$35.55	45,925	D
Common Stock	12/31/2004		G(1)	1,225	D	$36.24	44,700	D
Common Stock	12/31/2004		G	375	D	$40.9	44,325	D
Common Stock	12/31/2004		G	5,000	D	$40.9	39,325	D
Common Stock							11,296	I	Custodial/UGMA/Trustee
Common Stock							15,427.62(2)	I	Deferred Plan, Held in Trust
Common Stock							2,500	I	Investment Club

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 Securities Underlying Derivative Security (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: 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 Options (Right to buy)	$14.375						11/03/2000	05/03/2010	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$19.875						11/02/2001	05/02/2011	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$35.95						11/07/2003	05/07/2010	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$36.2						11/05/2004	05/05/2011	Common Stock	10,000		10,000	D
Stock Options (Right to buy)	$38.45						11/08/2002	05/08/2009	Common Stock	10,000		10,000	D

Explanation of Responses:

1. Due to an error in our software, the amounts shown by our records as having been reported were somehow not included in the filing. We believe this problem has been corrected, but it somehow caused an omission of the original amounts.

2. Directors' Deferred Plan purchases common stock of Company, which is held in trust under the terms of the Hilb, Rogal and Hamilton Amended and Restated Outside Directors Deferral Plan. Directors electing to receive 100% of compensation in common stock receive a 30% bonus grant of stock to encourage maximazation of at-risk compensation. Dividends are reinvested by the trustee. Deferred stock will be paid out in shares at the time selected by the director, either a lump sum or a series of distributions over a period of years.

	Walter L. Smith	02/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.