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* PANOS THOMAS D (Last) (First) (Middle) C/O MB FINANCIAL, INC. 6111 N. RIVER ROAD (Street) ROSEMONT IL 60018 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MB FINANCIAL INC /MD [ MBFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Exec. Officer of Subsidiary
	3. Date of Earliest Transaction (Month/Day/Year) 02/20/2008
	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	02/20/2008		A		2,061(1)	A	$31.47	4,922	D
Common Stock								4,215	D
Common Stock								49,595	I	By Ira
Common Stock								1,667(8)	I	By Deferred Comp Plan
Common Stock								20,577(7)	I	By 401(k)

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
Stock Option (Right to Buy)	$40							07/25/2011(2)	07/25/2017	Common Stock	16,271		16,271	D
Stock Option (Right to Buy)	$32.89							07/25/2011(2)	07/25/2017	Common Stock	19,909		19,909	D
Stock Option (Right to Buy)	$16.8933							07/31/2005(3)	07/31/2011	Common Stock	12,450		12,450	D
Stock Option (Right to Buy)	$37.06							08/24/2008(4)	08/24/2014	Common Stock	8,054		8,054	D
Stock Option (Right to Buy)	$35.77							07/26/2010(5)	07/26/2016	Common Stock	16,419		16,419	D
Stock Option (Right to Buy)	$42.7							07/20/2009(6)	07/20/2015	Common Stock	16,295		16,295	D
Stock Option (Right to Buy)	$26.8933							07/23/2007(3)	07/23/2013	Common Stock	12,450		12,450	D
Stock Option (Right to Buy)	$21.2066							07/18/2006(3)	07/18/2012	Common Stock	12,750		12,750	D
Stock Option (Right to Buy)	$40							07/26/2010(5)	07/26/2016	Common Stock	11,976		11,976	D

Explanation of Responses:

1. Transaction represents the grant of restricted stock to the reporting person under the Amended and Restated Omnibus Incentive Plan. The shares are scheduled to vest in full on February 20, 2010.

2. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. This option becomes vested on 07/25/2011.

3. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.

4. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 08/24/08.

5. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 07/26/10.

6. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 07/20/09.

7. Reflects reporting person's holdings of units in Issuer's common stock fund under Issuer's 401(k) plan. Number of shares shown as beneficially owned under the plan represents the approximate equivalent number of shares of Issuer's common stock.

8. Reflects reporting person's holdings of units in Issuer's common stock fund pursuant to Issuer's Deferred Compensation Plan. Number of shares shown as beneficially owned under the plan represents the approximate equivalent number of shares of the Issuer's common stock.

	/s/ Doria L. Koros, Attorney in Fact for Mr. Panos	02/21/2008
	** 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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