February 27, 2010





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 February 26, 2010 and your filings.   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.





Form 10-K
1. We note your response to our comment 2 of our comment letter to
you dated February 26 2010.  As we previously requested:
* revise the first sentence of your proposed Rider 33 to state the
percentage of your loan portfolio as of December 31, 2009 that is
attributable to commercial real estate loans;
* in Rider 33, add a second sentence disclose the percentage of
commercial real estate loans concentrated in the Chicago and
Milwaukee metropolitan areas; and
* revise the five bullet points on page 1-2 of your previous
Exhibit
1 to quantify the extent to which your provision for credit
losses,
net charge offs, allowance for loan losses, non-performing loans
and
other real estate owned as of December 31, 2009 are attributable
to
commercial and commercial real estate loans, or to the extent you
have the data provide separate disclosure for commercial real
estate
and commercial loans.

2. We note your proposed response to comment 4 of our letter to
you
dated February 26, 2010.  As we previously requested, revise your
proposed Rider 38 in the third sentence that refers to "losses
primarily related to commercial real estate loans" and "to a
lesser
extent related to business loans" to disclose the amount and
percent
of your losses attributable to each category of loans.



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



      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