Edgar Filing: EDWARDS O RALPH

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EDWARDS O RALPH

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)

(Last)

(First)

(Middle)

300 PARK BOULEVARD, SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2004

(Street)

ITASCA, IL 60143

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2004		M⁽¹⁾		1,005	A	$ 18.4	1,005	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		M⁽²⁾		998	A	$ 18.55	2,003	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		M⁽³⁾		2,011	A	$ 18.875	4,014	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		M⁽⁴⁾		1,594	A	$ 20.1334	5,608	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		M⁽⁵⁾		854	A	$ 21.7	6,462	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		M⁽⁶⁾		2,500	A	$ 22.5	8,962	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		M⁽⁷⁾		2,342	A	$ 26.255	11,304	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		M⁽⁸⁾		402	A	$ 28.695	11,706	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		F⁽¹⁾		504	D	$ 0	11,202	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		F⁽²⁾		504	D	$ 0	10,698	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		F⁽³⁾		1,034	D	$ 0	9,664	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		F⁽⁴⁾		874	D	$ 0	8,790	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		F⁽⁵⁾		505	D	$ 0	8,285	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		F⁽⁶⁾		1,532	D	$ 0	6,753	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		F⁽⁷⁾		1,674	D	$ 0	5,079	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock	12/16/2004		F⁽⁸⁾		314	D	$ 0	4,765	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								6,983 ⁽⁹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 22.5

12/16/2004

M⁽⁶⁾

2,500

02/21/2002

02/21/2011

Common Stock

2,500

$ 22.5

Non-Qualified Stock Option (right to buy)

$ 28.695

12/16/2004

M⁽⁸⁾

402

02/20/2003

02/20/2012

Common Stock

402

$ 28.695

1,813

Non-Qualified Stock Option (right to buy)

$ 36.74

12/16/2004

A⁽¹⁰⁾

314

06/16/2005

02/20/2012

Common Stock

314

$ 0

314

Non-Qualified Stock Option (right to buy)

$ 26.255

12/16/2004

M⁽⁷⁾

2,342

02/19/2004

02/19/2013

Common Stock

2,342

$ 26.255

Non-Qualified Stock Option (right to buy)

$ 36.74

12/16/2004

A⁽¹⁰⁾

1,674

06/16/2005

02/19/2013

Common Stock

1,674

$ 0

1,674

Non-Qualified Stock Option (right to buy)

$ 36.74

12/16/2004

A⁽¹⁰⁾

1,532

06/16/2005

02/21/2011

Common Stock

1,532

$ 0

1,532

Non-Qualified Stock Option (right to buy)

$ 20.1334

12/16/2004

M⁽⁴⁾

1,594

11/19/1998

11/19/2007

Common Stock

1,594

$ 20.1334

Non-Qualified Stock Option (right to buy)

$ 36.74

12/16/2004

A⁽¹⁰⁾

874

06/16/2005

11/19/2007

Common Stock

874

$ 0

874

Non-Qualified Stock Option (right to buy)

$ 21.7

12/16/2004

M⁽⁵⁾

854

02/18/1999

02/18/2008

Common Stock

854

$ 21.7

Non-Qualified Stock Option (right to buy)

$ 36.74

12/16/2004

A⁽¹⁰⁾

505

06/16/2005

02/18/2008

Common Stock

505

$ 0

505

Non-Qualified Stock Option (right to buy)

$ 18.55

12/16/2004

M⁽²⁾

998

02/17/2000

02/17/2009

Common Stock

998

$ 18.55

Non-Qualified Stock Option (right to buy)

$ 36.74

12/16/2004

A⁽¹⁰⁾

504

06/16/2005

02/17/2009

Common Stock

504

$ 0

504

Non-Qualified Stock Option (right to buy)

$ 18.4

12/16/2004

M⁽¹⁾

1,005

02/16/2001

02/16/2010

Common Stock

1,005

$ 18.4

Non-Qualified Stock Option (right to buy)

$ 36.74

12/16/2004

A⁽¹⁰⁾

504

06/16/2005

02/16/2010

Common Stock

504

$ 0

504

Non-Qualified Stock Option (right to buy)

$ 18.875

12/16/2004

M⁽³⁾

2,011

05/17/2001

05/17/2010

Common Stock

2,011

$ 18.875

Non-Qualified Stock Option (right to buy)

$ 36.74

12/16/2004

A⁽¹⁰⁾

1,034

06/16/2005

05/17/2010

Common Stock

1,034

$ 0

1,034

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EDWARDS O RALPH 300 PARK BOULEVARD, SUITE 400 ITASCA, IL 60143	X

Signatures

By: Steven H. Shapiro, Attorney in-fact for		12/20/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The transaction represents the exercise of 1,005 stock options under the Non-Employee Directors' Stock Option Plan whereby 504 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 501shares.
(2)	The transaction represents the exercise of 998 stock options under the Non-Employee Directors' Stock Option Plan whereby 504 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 494 shares.
(3)	The transaction represents the exercise of 2,011 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,034 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 977shares.
(4)	The transaction represents the exercise of 1,594 stock options under the Non-Employee Directors' Stock Option Plan whereby 874 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 720 shares.
(5)	The transaction represents the exercise of 854 stock options under the Non-Employee Directors' Stock Option Plan whereby 505 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 349 shares.
(6)	The transaction represents the exercise of 2,500 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,532 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 968 shares.
(7)	The transaction represents the exercise of 2,342 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,674 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 668 shares.
(8)	The transaction represents the exercise of 402 stock options under the Non-Employee Directors' Stock Option Plan whereby 314 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 88 shares.
(9)	Between February 25, 2004 and December 17, 2004 the reporting person acquired 61 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 19, 2004.
(10)	The transaction represents a reload stock option granted under the Non-Employee Directors' Stock Option Plan to replace the number of shares tendered in the option exercised on 12/16/04.

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