SEC FORM 4

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^*

OMEARA JOHN M

(Last)

(First)

(Middle)

300 PARK BOULEVARD, SUITE 405

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [ FMBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2004

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/24/2004		M⁽¹⁾		7,954	A	$21.8334	180,728	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽²⁾		29,054	A	$18.4	209,782	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽³⁾		51,000	A	$22.5	260,782	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽⁴⁾		7,117	A	$28.085	267,899	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽⁵⁾		19,036	A	$28.085	286,935	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽⁶⁾		1,278	A	$31.01	288,213	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		M⁽⁷⁾		4,547	A	$28.695	292,760	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽¹⁾		4,673	D	$0	288,087	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽²⁾		14,383	D	$0	273,704	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽³⁾		30,872	D	$0	242,832	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽⁴⁾		5,378	D	$0	237,454	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽⁵⁾		14,384	D	$0	223,070	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽⁶⁾		1,067	D	$0	222,003	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	11/24/2004		F⁽⁷⁾		3,511	D	$0	218,492	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								74,268	D
Common Stock								103,505	I	By Family Limited Partnersip
Common Stock								2,993⁽⁸⁾	I	By IRA
Common Stock								157,859⁽⁹⁾⁽¹⁰⁾	I	By Profit Sharing Plan Trust
Common Stock								38,287	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$31.01	11/24/2004		M⁽⁶⁾			1,278	11/09/2002	02/15/2005	Common Stock	1,278	$31.01	0	D
Non-Qualified Stock Option (right to buy)	$28.085	11/24/2004		M⁽⁴⁾			7,117	08/19/2002	02/17/2009	Common Stock	7,117	$28.085	0	D
Non-Qualified Stock Option (right to buy)	$37.17	11/24/2004		A⁽¹¹⁾		5,378		05/24/2005	02/17/2009	Common Stock	5,378	$0	5,378	D
Non-Qualified Stock Option (right to buy)	$21.8334	11/24/2004		M⁽¹⁾			7,954	08/18/2002	08/18/2009	Common Stock	7,954	$21.8334	0	D
Non-Qualified Stock Option (right to buy)	$37.17	11/24/2004		A⁽¹¹⁾		4,673		05/24/2005	08/18/2009	Common Stock	4,673	$0	4,673	D
Non-Qualified Stock Option (right to buy)	$18.4	11/24/2004		M⁽²⁾			29,054	⁽¹²⁾	02/16/2010	Common Stock	29,054	$18.4	0	D
Non-Qualified Stock Option (right to buy)	$28.085	11/24/2004		M⁽⁵⁾			19,036	08/19/2002	02/16/2010	Common Stock	19,036	$28.085	0	D
Non-Qualified Stock Option (right to buy)	$37.17	11/24/2004		A⁽¹¹⁾		14,383		05/24/2005	02/16/2010	Common Stock	14,383	$0	14,383	D
Non-Qualified Stock Option (right to buy)	$37.17	11/24/2004		A⁽¹¹⁾		14,384		05/24/2005	02/16/2010	Common Stock	14,384	$0	14,384	D
Non-Qualified Stock Option (right to buy)	$22.5	11/24/2004		M⁽³⁾			51,000	⁽¹³⁾	02/21/2011	Common Stock	51,000	$22.5	0	D
Non-Qualified Stock Option (right to buy)	$37.17	11/24/2004		A⁽¹¹⁾		30,872		05/24/2005	02/21/2011	Common Stock	30,872	$0	30,872	D
Non-Qualified Stock Option (right to buy)	$28.695	11/24/2004		M⁽⁷⁾			4,547	⁽¹⁴⁾	02/20/2012	Common Stock	4,547	$28.695	38,736	D
Non-Qualified Stock Option (right to buy)	$37.17	11/24/2004		A⁽¹¹⁾		3,511		05/24/2005	02/20/2012	Common Stock	3,511	$0	3,511	D

Explanation of Responses:

1. The transaction represents the exercise of 7,954 stock options under the Omnibus Stock & Incentive Plan whereby 4,673 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 3,281 shares.

2. The transaction represents the exercise of 29,054 stock options under the Omnibus Stock & Incentive Plan whereby 14,383 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 14,671 shares.

3. The transaction represents the exercise of 51,000 stock options under the Omnibus Stock & Incentive Plan whereby 30,872 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 20,128 shares.

4. The transaction represents the exercise of 7,117 stock options under the Omnibus Stock & Incentive Plan whereby 5,378 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 1,739 shares.

5. The transaction represents the exercise of 19,036 stock options under the Omnibus Stock & Incentive Plan whereby 14,384 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 4,652 shares.

6. The transaction represents the exercise of 1,278 stock options under the Omnibus Stock & Incentive Plan whereby 1,067 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 211 shares.

7. The transaction represents the exercise of 4,547 stock options under the Omnibus Stock & Incentive Plan whereby 3,511 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 1,036 shares.

8. Between May 27, 2004 and November 26, 2004 the reporting person acquired 38 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated September 24, 2004.

9. Between May 27, 2004 and November 26, 2004 the reporting person acquired 1,991 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated October 25, 2004.

10. Between May 27, 2004 and November 26, 2004 the reporting person acquired 86 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated November 18, 2004.

11. The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 11/24/04.

12. The stock option vests in two equal annual installments beginning on February 16, 2002.

13. The stock option vests in two equal annual installments beginning on February 21, 2003.

14. The stock option vests in two equal annual installments beginning on February 20, 2004.

Remarks:

1) The reporting person no longer has a reportable beneficial interest in the 137,705 shares of FMBI common stock owned by his sons and included in prior ownership reports. All shares were distributed pursuant to the terms of each trust.

	By: Andrea L. Stangl, Attorney-in-fact for	11/26/2004
	** 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.