SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PANOS THOMAS D (Last) (First) (Middle) C/O MB FINANCIAL, INC. 6111 NORTH RIVER ROAD (Street) ROSEMONT IL 60018 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MB FINANCIAL INC /MD [ MBFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Exec. Officer of Subsidiary
	3. Date of Earliest Transaction (Month/Day/Year) 02/23/2005
	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2005		A		763(1)	A	$0	1,815	D
Common Stock								49,595	I	By IRA
Common Stock								17,113(2)	I	By 401(k)
Common Stock								924(3)	I	By Deferred Comp Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option ("Right to Buy")	$6.954							02/26/1999(4)	03/16/2006	Common Stock	12,525		12,525	D
Stock Option ("Right to Buy")	$7.4253							02/26/1999(4)	03/17/2007	Common Stock	12,525		12,525	D
Stock Option ("Right to Buy")	$16.8933							07/31/2005(5)	07/31/2011	Common Stock	12,450		12,450	D
Stock Option ("Right to Buy")	$21.2066							07/18/2006(6)	07/18/2012	Common Stock	12,750		12,750	D
Stock Option ("Right to Buy")	$26.8933							07/23/2007(7)	07/23/2013	Common Stock	12,450		12,450	D
Stock Option ("Right to Buy")	$37.06							08/24/2008(8)	08/24/2014	Common Stock	8,054		8,054	D

Explanation of Responses:

1. Transaction represents the grant of restricted stock to the reporting person under the Issuer's 1997 Omnibus Incentive Plan. The shares are scheduled to vest in full on February 23, 2007.

2. Reflects reporting person's holdings of units in Issuer's common stock fund under Issuer's 401(k) plan. Number of shares shown as beneficially owned under the plan represents the approximate equivalent number of shares of Issuer's common stock.

3. Reflect reporting person's holdings of units in Issuer's common stock fund pursuant to Issuer's Deferred Compensation Plan. Number of shares shown as beneficially owned under the plan represents the approximate equivalent number of shares of the Issuer's common stock.

4. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.

5. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 7/31/05.

6. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 7/18/06.

7. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 7/23/07.

8. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 8/24/08.

	/s/ Thomas D. Panos	02/25/2005
	** 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.