8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported): April 29, 1999


                         WINTRUST FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                         Commission File Number 0-21923



          Illinois                                    36-3873352
- ----------------------------            ----------------------------------------
(State or other Jurisdiction              (I.R.S. Employer Identification No.)
    of Incorporation)                                     



                               727 North Bank Lane
                           Lake Forest, Illinois 60045
             -------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (847) 615-4096
      ---------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)  At its regular  board  meeting on April 29, 1999, the Board of Directors of
Wintrust  Financial  Corporation  (the  "Company")  voted to  approve  the Audit
Committee's recommendation to engage the accounting firm of Ernst & Young LLP as
independent  accountants  for the Company for the year ending December 31, 1999.
The work of KPMG LLP was  terminated  on April 29, 1999,  subsequent to the Form
10-K report for  December  31,  1998,  which was filed with the  Securities  and
Exchange Commission on March 30, 1999.

(b)  During the audits of the two fiscal  years ended December  31, 1998 and the
subsequent   interim  period  through  April  29,  1999,   there  have  been  no
disagreements with KPMG LLP on any matter of accounting principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference in connection  with their  opinion to the subject  matter of the
disagreement, nor have there been any reportable events.

(c)  KPMG LLP's audit reports on the Company's consolidated financial statements
as of and for the years ended  December 31, 1998 and 1997,  contained no adverse
opinion or  disclaimer  of opinion  and were not  qualified  or  modified  as to
uncertainty, audit scope or accounting principles.

(d)  The Company has requested that KPMG LLP furnish it with a letter  addressed
to the Securities  and Exchange  Commission  stating  whether it agrees with the
above  statements.  A copy of KPMG LLP's letter to the  Securities  and Exchange
Commission, dated May 6, 1999, is filed as Exhibit 16 to this Form 8-K.

                                     - 2 -

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                         WINTRUST FINANCIAL CORPORATION
                                  (Registrant)


Date: May 6, 1999                                      /s/ David A. Dykstra
                                                       Executive Vice President
                                                       & Chief Financial Officer


                                     - 3 -

EX-16

May 6, 1999

Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Wintrust Financial Corporation and,
under the date of March 19,  1999,  we  reported on the  consolidated  financial
statements of Wintrust Financial  Corporation and subsidiaries as of and for the
years ended  December 31, 1998 and 1997. On April 29, 1999,  our  appointment as
principal   accountants  was  terminated.   We  have  read  Wintrust   Financial
Corporation's  statements  included  under  Item 4 of its Form 8-K  dated May 6,
1999, and we agree with such statements, except that we are not in a position to
agree or disagree  with Wintrust  Financial  Corporation's  statements  that the
board of directors  approved the audit committee's  recommendation to engage the
accounting firm of Ernst & Young LLP as independent accountants.



Very truly yours,


/s/ KPMG LLP

Chicago, Illinois