February 18, 2010




By U.S. Mail and Facsimile to (847) 615-4091

Mr. Edward J. Wehmer
President and Chief Executive Officer
Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60045

Re:	Wintrust Financial
File No. 000-21923
Form 10-K for the fiscal year ended December 31, 2008
      Definitive Schedule 14A filed April 20, 2009
Form 10-Q for the period ended March 31, 2009
Form 10-Q for the period ended June 30, 2009
Form 10-Q for the period ended September 30, 2009


Dear Mr. Wehmer:

We have reviewed your responses to our comment letter to you dated
January 20, 2010 and your filings.  As you know, our offices and
the
federal government in Washington, D.C. were closed on February 8,
9,
10, 11, and 15 and closed part of the day on February 5, 12 and
16.
We have the following legal comments; accounting comments will
follow.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
1. As we requested in comment 25 of our comment letter to you
dated
September 29, 2009 and comment 3 of our letter to you dated
January
20, 2010, revise Exhibit 3 with meaningful disclosure and analysis
relating to your business condition, financial condition and
results
of operations (rather than the banking industry generally,
"numerous
financial institutions" and the national economy) consistent with
Release No. 33-8350 including, but not limited to, the following:
* provide a balanced, executive-level discussion, in addition to
the
tables, that identifies the most important themes or other
significant matters with which management is concerned primarily
in
evaluating the company`s financial condition and operating
results;
and
* identify and provide insight into material opportunities,
challenges and risks that you face, on which your executives are
most
focused for both the short and long term such as:
o the economic recession in your market areas;
o the drop in commercial real estate prices, commercial real
estate
sales and new construction in your market areas and its effect on
the
value of collateral underlying your loans and the delinquencies
and
defaults on your loans;
o the rise in unemployment in your market areas; and
o the extent of your loan portfolio attributable to real estate
loans
(including analysis of the extent to which your losses are
attributable to commercial real estate loans and the extent to
which
these loans are concentrated in the greater Chicago and southern
Wisconsin metropolitan areas).


2. We note your claim in the third full paragraph on the third
page
of your Exhibit 3, that you increased your loan portfolio from
2008
to 2009 by $800 million.  Please provide more detail including but
not limited to the following:
* explain how you did so (eg. acquisitions or purchases) and what
types of loans increased;
* explain how much of the increase in your loan portfolio was due
to
the loans you purchased in 2009 from AIG for $679 million;
* describe the extent that you reduced your loan portfolio during
2009 and the types of loans involved; and
* revise the statement in the second paragraph that you originated
and sold $4.7 billion in residential mortgage loans in 2009 to
disclose the aggregate amount originated in 2009 compared to 2008
and
the aggregate amount of loans that you sold in 2009 compared to
2008
and the reasons for such sales.


3. We note your proposed response to comment 5 of our letter to
you
dated January 20, 2010.  Please revise as follows:
* revise the first sentence of the first paragraph to explain that
the net income would have been a loss of $22 million instead of a
gain of $73 million but for an extraordinary non cash gain in the
value of assets you acquired from AIG in 2009 for which you paid
$679
million;
* explain, in the second paragraph, the particular reasons for
your
losses (such as increases in defaults on your commercial real
estate
loans in the Chicago area) instead of vaguely attributing it to
"the
continuation of the credit crisis;"
* delete your claim that the FDIC assessment is "one time"  since
the
Chairman of the FDIC stated in May 2009 that it was "probable"
that
an additional special assessment would be necessary in the fourth
quarter of 2009;
* disclose how much of the FDIC "expense" was due to the FDIC
requiring all insured institutions to prepay three years worth of
deposit insurance premiums at the end of 2009 and explain how you
accounted for this prepayment; and
* revise the last paragraph to address the problems in your loan
portfolio and your market area.


4. We note your proposed response to comment 6 of our letter to
you
dated January 20, 2010.
* explain why the average expected life of these loans is 5 to 7
years;
* revise your statement in the overview that these loans ""are
generally collateralized" and your statement in the last sentence
of
the second paragraph are "partially unsecured" to quantify the
extent
to which your life insurance premium finance loans are not secured
or
are "partially unsecured;"
* provide more detail in the second paragraph regarding the legal
basis for your security interest in these loans including whether
most are secured by the policy itself and whether other forms of
collateral are in addition to or are alternatives to the insurance
policy;
* as we requested, explain in more detail what consents are
required
and from whom; and
* disclose the amount of the escrow as of December 31, 2009 and a
recent date.

5. With a view towards additional disclosure, please supplemenally
advise us as to whether the company has any plans, arrangements,
understandings and/or agreement to raise capital in the next 12
months.

      * * * * * * * * * * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing;   and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Christina Harley, at 202-551-3695 or Marc D.
Thomas at 551-3452 if you have questions regarding comments on the
financial statements and related matters.  Please contact either
Jonathan E. Gottlieb at (202) 551-3416 or me at (202) 551-3434
with
any other questions.



						Sincerely,



						Michael Clampitt
						Senior Attorney