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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KENT S BELASCO (Last) (First) (Middle) 300 PARK BOULEVARD, SUITE 405 (Street) ITASCA IL 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) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief Information Officer
	3. Date of Earliest Transaction (Month/Day/Year) 04/02/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/02/2004		M(1)		2,296	A	$10.7734	15,549	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	04/02/2004		M(2)		2,600	A	$12.16	18,149	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	04/02/2004		F(1)		720	D	$0	17,429	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	04/02/2004		F(2)		920	D	$0	16,509	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								1,640	D
Common Stock								3,489(3)	I	By Profit Sharing Plan Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$10.7734	04/02/2004		M(1)			2,296	02/15/1998	02/15/2005	Common Stock	2,296	$10.7734	0	D
Non-Qualified Stock Option (right to buy)	$34.385	04/02/2004		A(4)		720		10/02/2004	02/15/2005	Common Stock	720	$34.385	720	D
Non-Qualified Stock Option (right to buy)	$12.16	04/02/2004		M(2)			2,600	(5)	02/21/2006	Common Stock	2,600	$12.16	1,488	D
Non-Qualified Stock Option (right to buy)	$34.385	04/02/2004		A(6)		920		10/02/2004	02/21/2006	Common Stock	920	$34.385	920	D
Phantom Stock under NQ Retirement Plan	$0.0000(7)	04/02/2004		A		2		(8)	(9)	Common Stock	2	$34.36	935	D
Non-Qualified Stock Option (right to buy)	$17.1							(10)	02/19/2007	Common Stock	3,033		3,033	D
Non-Qualified Stock Option (right to buy)	$21.7							(11)	02/18/2008	Common Stock	3,319		3,319	D
Non-Qualified Stock Option (right to buy)	$18.55							(12)	02/17/2009	Common Stock	4,541		4,541	D
Non-Qualified Stock Option (right to buy)	$21.8334							(13)	08/18/2009	Common Stock	3,405		3,405	D
Non-Qualified Stock Option (right to buy)	$18.4							(14)	02/16/2010	Common Stock	12,065		12,065	D
Non-Qualified Stock Option (right to buy)	$22.5							(15)	02/21/2011	Common Stock	10,261		10,261	D
Non-Qualified Stock Option (right to buy)	$28.695							(16)	02/20/2012	Common Stock	8,369		8,369	D
Non-Qualified Stock Option (right to buy)	$26.255							(17)	02/19/2013	Common Stock	9,512		9,512	D
Non-Qualified Stock Option (right to buy)	$32.715							(18)	02/24/2014	Common Stock	7,978		7,978	D

Explanation of Responses:

1. The transaction represents the exercise of 2,296 stock options under the Omnibus Stock & Incentive Plan whereby 720 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 1,576 shares.

2. The transaction represents the exercise of 2,600 stock options under the Omnibus Stock & Incentive Plan whereby 920 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 1,680 shares.

3. Between March 23, 2004 and April 5, 2004 the reporting person acquired 9 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated March 31, 2004.

4. The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 4/2/04.

5. The stock option vests in two equal annual installments beginning on February 21, 1998.

6. The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 4/2/04.

7. Shares of phantom stock in the NQ Retirement Plan have a 1-for-1 conversion ratio.

8. Shares of phantom stock in the NQ Retirement Plan are exercisable immediately.

9. Shares of phantom stock in the NQ Retirement Plan are payable in cash following the termination of the reporting person's employment with First Midwest Bancorp, Inc.

10. The stock option vests in two equal annual installments beginning on February 19, 1999.

11. The stock option vests in two equal annual installments beginning on February 18, 2000.

12. The stock option vests in two equal annual installments beginning on February 17, 2001.

13. The stock option vests in two equal annual installments beginning on August 18, 2001.

14. The stock option vests in two equal annual installments beginning on February 16, 2002.

15. The stock option vests in two equal annual installments beginning on February 21, 2003.

16. The stock option vests in two equal annual installments beginning on February 20, 2004.

17. The stock option vests in two equal annual installments beginning on February 19, 2005.

18. The stock option vests in two equal annual installments beginning on February 24, 2006.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact for	04/05/2004
	** 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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