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

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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^*

BREIDENBACH GARY A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2004

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	01/28/2004		M		3,750	A	$23	3,750	D
Common Stock	01/28/2004		M		3,433	A	$18.55	7,183	D
Common Stock	01/28/2004		S		7,183	D	$33.25	0	D
Common Stock								1,324⁽¹⁾⁽²⁾	I	By Profit Sharing Plan Trust

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)	$23	01/28/2004		M			3,750	06/23/2000⁽³⁾	06/23/2008	Common Stock	3,750	$0	0	D
Non-Qualified Stock Option (right to buy)	$18.55	01/28/2004		M			3,433	02/17/2001⁽⁴⁾	02/17/2009	Common Stock	3,433	$23	1,021	D
Non-Qualified Stock Option (right to buy)	$26.255							⁽⁹⁾	02/19/2013	Common Stock	9,141		9,141	D
Non-Qualified Stock Option (right to buy)	$21.8334							⁽⁵⁾	08/18/2009	Common Stock	3,341		3,341	D
Non-Qualified Stock Option (right to buy)	$18.4							⁽⁶⁾	02/16/2010	Common Stock	11,674		11,674	D
Non-Qualified Stock Option (right to buy)	$22.5							⁽⁷⁾	02/21/2011	Common Stock	9,928		9,928	D
Non-Qualified Stock Option (right to buy)	$28.695							⁽⁸⁾	02/20/2012	Common Stock	8,135		8,135	D

Explanation of Responses:

1. Between February 20, 2003 and January 28, 2004 the reporting person acquired 252 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 January 28, 2004.

2. Between February 20, 2003 and January 28, 2004 the reporting person acquired 46 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 January 28, 2004.

3. The stock option vests in two equal annual installments beginning on June 23, 2000.

4. The stock option vests in two equal annual installments beginning on February 17, 2001.

5. The stock option vests in two equal annual installments beginning on August 18, 2001.

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

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

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

9. The stock option vests in two equal annual installments beginning on February 19, 2005.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact for	01/30/2004
	** 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.
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