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) November 29, 2007

MIDWEST BANC HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other jurisdiction
of incorporation) 001-13735
(Commission File Number) 36-3252484
(IRS Employer
Identification No.)

501 West North Avenue
Melrose Park, Illinois
(Address of principal executive offices) 60160
(Zip Code)

Registrant’s telephone number, including area code: (708) 865-1053

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

     On November 29, 2007, Midwest Banc Holdings, Inc. (the “Company”), announced that it had filed a prospectus supplement with the SEC for a proposed offering of 1,400,000 depositary shares each of which represents a 1/100^th fractional interest in its Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock (the “Depositary Shares”), plus up to 210,000 additional Depositary Shares pursuant to a 30-day over-allotment option to the underwriters. A copy of the press release issued by the Company is filed herewith as Exhibit 99.1.

     The information set forth above, including the exhibits attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in our filings under the Securities Act of 1933, except as shall be expressly set forth by specific references in such filings.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

     99.1 Press Release of Midwest Banc Holdings, Inc., dated November 29, 2007.

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 hereunto duly authorized.

	Midwest Banc Holdings, Inc.
November 29, 2007
	By:	/s/Daniel R. Kadolph
		Daniel R. Kadolph
		Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Press Release

For further information, please contact:
Daniel R. Kadolph, Executive Vice President and Chief Financial Officer 708-450-6759

MIDWEST BANC HOLDINGS PLANS CAPITAL RAISE

MELROSE PARK, IL (November 29, 2007) — Midwest Banc Holdings, Inc. (Nasdaq: MBHI) today announced that it has filed a prospectus supplement with the Securities and Exchange Commission for a proposed offering of 1.4 million depositary shares each representing a 1/100^th fractional interest in its Series A Noncumulative Redeemable Convertible Perpetual Preferred Stock plus up to 210,000 depositary shares pursuant to a 30-day over-allotment option to the underwriters. We have requested that the depositary shares be listed and traded on the NASDAQ Global Market under the symbol “MBPS.” Proceeds of the offering would be used to contribute capital to our bank subsidiary and to repay a portion of our senior debt outstanding under our revolving line of credit with a correspondent bank as well as for general corporate purposes.

Stifel Nicolaus & Company, Incorporated will serve as lead underwriter and manage the offering. Friedman Billings Ramsey, Sterne, Agee & Leach, Inc., and Howe Barnes Hoefer & Arnett will also provide underwriting support for the offering. Midwest Banc Holdings has 27.7 million shares of common stock outstanding. The common stock closed at $13.23 on November 28, 2007.

Midwest Banc Holdings, Inc., headquartered in Melrose Park, IL, provides a wide range of retail and commercial banking services, personal and corporate trust services, securities services and insurance brokerage services in the greater Chicago area. We have 29 banking offices and operate 32 ATMs. Our principal operating subsidiaries are Midwest Bank and Trust Company and Midwest Financial and Investment Services, Inc.

Information on our products and services and locations is available at www.midwestbanc.com.

###

This press release contains certain “Forward-Looking Statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and should be reviewed in conjunction with the Company’s Annual Report on Form 10-K and other publicly available information regarding the Company, copies of which are available from the Company upon request. Such publicly available information sets forth certain risks and uncertainties related to the Company’s business which should be considered in evaluating “Forward-Looking Statements.”