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* OMEARA ROBERT P (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/07/2004
	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	06/07/2004		M(1)		15,272	A	$22.5	246,496	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	06/07/2004		F(1)		10,027	D	$0	236,469	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	06/07/2004		M(2)		15,928	A	$22.5	252,397	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	06/07/2004		F(2)		10,458	D	$0	241,939	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	06/07/2004		M(3)		26,346	A	$28.695	268,285	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	06/07/2004		F(3)		22,061	D	$0	246,224	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								328,934	D
Common Stock								51,868	I	By IRA
Common Stock								203,620	I	By Spouse

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)	$22.5	06/07/2004		M(1)			15,272	(4)	02/21/2011	Common Stock	15,272	$22.5	0	D
Non-Qualified Stock Option (right to buy)	$22.5	06/07/2004		M(2)			15,928	(5)	04/25/2011	Common Stock	15,928	$22.5	0	D
Non-Qualified Stock Option (right to buy)	$28.695	06/07/2004		M(3)			26,346	(6)	02/20/2012	Common Stock	26,346	$28.695	26,346	D

Explanation of Responses:

1. The transaction represents the exercise of 15,272 stock options under the Omnibus Stock & Incentive Plan whereby 10,027 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 5,245 shares.

2. The transaction represents the exercise of 15,928 stock options under the Omnibus Stock & Incentive Plan whereby 10,458 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 5,470 shares.

3. The transaction represents the exercise of 26,346 stock options under the Omnibus Stock & Incentive Plan whereby 22,061 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 4,285 shares.

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

5. The stock option vests in two equal annual installments beginning on April 25, 2003.

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

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact for	06/09/2004
	** 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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