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^*

VANDERWOUDE J STEPHEN

(Last)

(First)

(Middle)

300 PARK BOULEVARD, SUITE 400

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2004

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	12/10/2004		M⁽¹⁾		1,005	A	$18.4	1,005	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		M⁽²⁾		998	A	$18.55	2,003	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		M⁽³⁾		2,011	A	$18.875	4,014	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		M⁽⁴⁾		1,594	A	$20.1334	5,608	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		M⁽⁵⁾		854	A	$21.7	6,462	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		M⁽⁶⁾		2,500	A	$22.5	8,962	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		M⁽⁷⁾		1,462	A	$26.255	10,424	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		F⁽¹⁾		512	D	$0	9,912	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		F⁽²⁾		512	D	$0	9,400	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		F⁽³⁾		1,050	D	$0	8,350	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		F⁽⁴⁾		888	D	$0	7,462	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		F⁽⁵⁾		513	D	$0	6,949	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		F⁽⁶⁾		1,556	D	$0	5,393	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/10/2004		F⁽⁷⁾		1,062	D	$0	4,331	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								6,093	D

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)	$20.1334	12/10/2004		M⁽⁴⁾			1,594	11/19/1998	11/19/2007	Common Stock	1,594	$20.1334	0	D
Non-Qualified Stock Option (right to buy)	$36.165	12/10/2004		A⁽⁸⁾		888		06/10/2005	11/19/2007	Common Stock	888	$0	888	D
Non-Qualified Stock Option (right to buy)	$21.7	12/10/2004		M⁽⁵⁾			854	02/18/1999	02/18/2008	Common Stock	854	$21.7	0	D
Non-Qualified Stock Option (right to buy)	$36.165	12/10/2004		A⁽⁸⁾		513		06/10/2005	02/18/2008	Common Stock	513	$0	513	D
Non-Qualified Stock Option (right to buy)	$18.55	12/10/2004		M⁽²⁾			998	02/17/2000	02/17/2009	Common Stock	998	$18.55	0	D
Non-Qualified Stock Option (right to buy)	$36.165	12/10/2004		A⁽⁸⁾		512		06/10/2005	02/17/2009	Common Stock	512	$0	512	D
Non-Qualified Stock Option (right to buy)	$18.4	12/10/2004		M⁽¹⁾			1,005	02/16/2001	02/16/2010	Common Stock	1,005	$18.4	0	D
Non-Qualified Stock Option (right to buy)	$36.165	12/10/2004		A⁽⁸⁾		512		06/10/2005	02/16/2010	Common Stock	512	$0	512	D
Non-Qualified Stock Option (right to buy)	$18.875	12/10/2004		M⁽³⁾			2,011	05/17/2001	05/17/2010	Common Stock	2,011	$18.875	0	D
Non-Qualified Stock Option (right to buy)	$36.165	12/10/2004		A⁽⁸⁾		1,050		06/10/2005	05/17/2010	Common Stock	1,050	$0	1,050	D
Non-Qualified Stock Option (right to buy)	$22.5	12/10/2004		M⁽⁶⁾			2,500	02/21/2002	02/21/2011	Common Stock	2,500	$22.5	0	D
Non-Qualified Stock Option (right to buy)	$36.165	12/10/2004		A⁽⁸⁾		1,556		06/10/2005	02/21/2011	Common Stock	1,556	$0	1,556	D
Non-Qualified Stock Option (right to buy)	$26.255	12/10/2004		M⁽⁷⁾			1,462	02/19/2004	02/19/2013	Common Stock	1,462	$26.255	880	D
Non-Qualified Stock Option (right to buy)	$36.165	12/10/2004		A⁽⁸⁾		1,062		06/10/2005	02/19/2013	Common Stock	1,062	$0	1,062	D

Explanation of Responses:

1. The transaction represents the exercise of 1,005 stock options under the Non-Employee Directors' Stock Option Plan whereby 512 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 493 shares.

2. The transaction represents the exercise of 998 stock options under the Non-Employee Directors' Stock Option Plan whereby 512 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 486 shares.

3. The transaction represents the exercise of 2,011 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,050 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 961 shares.

4. The transaction represents the exercise of 1,594 stock options under the Non-Employee Directors' Stock Option Plan whereby 888 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 706 shares.

5. The transaction represents the exercise of 854 stock options under the Non-Employee Directors' Stock Option Plan whereby 513 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 341 shares.

6. The transaction represents the exercise of 2,500 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,556 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 944 shares.

7. The transaction represents the exercise of 1,462 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,062 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 400 shares.

8. The transaction represents a reload stock option granted under the Non-Employee Directors' Stock Option Plan to replace the number of shares tendered in the option exercised on 12/10/04.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact for	12/14/2004
	** 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).
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