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* SCUDDER MICHAEL L (Last) (First) (Middle) ONE PIERCE PLACE, SUITE 1500 (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) President & COO
	3. Date of Earliest Transaction (Month/Day/Year) 03/03/2008
	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	03/03/2008		M		2,973	A	$18.55	12,694(1)	D
Common Stock	03/04/2008		M(2)		1,189	A	$21.8334	8,412	I	By NQ Stock Option Gain Deferral Plan
Common Stock	03/04/2008		M(3)		3,522	A	$18.4	11,934	I	By NQ Stock Option Gain Deferral Plan
Common Stock	03/04/2008		F(2)		1,027	D	$0	10,907	I	By NQ Stock Option Gain Deferral Plan
Common Stock	03/04/2008		F(3)		2,562	D	$0	8,345(4)	I	By NQ Stock Option Gain Deferral Plan
Common Stock								5,243(5)(6)	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)	$18.55	03/03/2008		M			2,973	(7)	02/17/2009	Common Stock	2,973	$0	0	D
Non-Qualified Stock Option (right to buy)	$21.8334	03/04/2008		M(2)			1,189	(8)	08/18/2009	Common Stock	1,189	$0	0	D
Non-Qualified Stock Option (right to buy)	$25.295	03/04/2008		A(9)		1,027		09/04/2008	08/18/2009	Common Stock	1,027	$0	1,027	D
Non-Qualified Stock Option (right to buy)	$18.4	03/04/2008		M(3)			3,522	(10)	02/16/2010	Common Stock	3,522	$0	3,173	D
Non-Qualified Stock Option (right to buy)	$25.295	03/04/2008		A(9)		2,562		09/04/2008	02/16/2010	Common Stock	2,562	$0	2,562	D

Explanation of Responses:

1. Between August 21, 2007 and March 5, 2008 the reporting person acquired 20 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated October 16, 2007.

2. Represents the exercise of stock options for the purchase of 1,189 shares of the Company's common stock issued under the Company's Omnibus Stock & Incentive Plan, with the reporting person tendering as payment of the exercise price and tax liability 1,027 shares of previously owned common stock.

3. Represents the exercise of stock options for the purchase of 3,522 shares of the Company's common stock issued under the Company's Omnibus Stock & Incentive Plan, with the reporting person tendering as payment of the exercise price and tax liability 2,562 shares of previously owned common stock.

4. Between August 21, 2007 and March 5, 2008 the reporting person acquired 146 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Gain Deferral Plan. The information in this report is based on a plan statement dated January 22, 2008.

5. Between August 21, 2007 and March 5, 2008 the reporting person acquired 140 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 February 22, 2008.

6. Between August 21, 2007 and March 5, 2008 the reporting person acquired 119 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated January 18, 2008.

7. The stock option vests in two equal annual installments specifically on February 17, 2001 and February 17, 2002, respectively.

8. The stock option vests in two equal annual installments specifically on August 18, 2001 and August 18, 2002, respectively.

9. Represents a reload stock option granted under the Company's Omnibus Stock & Incentive Plan to replace the number of shares tendered as payment of the option exercise price on March 4, 2008.

10. The stock option vests in two equal annual installments specifically on February 16, 2002 and February 16, 2003, respectively.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact	03/05/2008
	** 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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