8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of Earliest Event Reported): September 19, 2003


                         WINTRUST FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                         Commission File Number 0-21923

           Illinois                                     36-3873352
- -----------------------------------         ------------------------------------
   (State or other Jurisdiction             (I.R.S. Employer Identification No.)
        of Incorporation)


                               727 North Bank Lane
                           Lake Forest, Illinois 60045
            -------------------------------------------------------
                    (Address of Principal Executive Offices)



                                 (847) 615-4096
        -----------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)





ITEM 9.  REGULATION FD DISCLOSURE.
         -------------------------

         On September 19, 2003, Wintrust Financial Corporation (the "Company")
announced the closing of an underwritten offering of 1,197,486 shares of common
stock at a price of $35.80 per share. Attached as Exhibit 99.1 is a copy of the
press release relating to the announcement, which is incorporated herein by
reference.

         Note: the information in this report (including the exhibits) is
furnished pursuant to Item 9 and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing. This
report will not be deemed a determination or an admission as to the materiality
of any information in the report that is required to be disclosed solely by
Regulation FD.





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                         WINTRUST FINANCIAL CORPORATION
                                  (Registrant)




                                   /s/ David L. Stoehr
                                   ---------------------------------------------
Date: September 19, 2003           David L. Stoehr
                                   Executive Vice President &
                                     Chief Financial Officer





                                INDEX TO EXHIBITS
                                -----------------

Exhibit
- -------

99.1              Press release dated September 19, 2003.

EX-99

                                                                    EXHIBIT 99.1

                   [WINTRUST FINANCIAL CORPORATION LETTERHEAD]

NEWS RELEASE

FOR IMMEDIATE RELEASE                                       September 19, 2003
- ---------------------

FOR MORE INFORMATION
CONTACT:
Edward J. Wehmer, President & Chief Executive Officer
David A. Dykstra, Senior Executive Vice President, COO
(847) 615-4096
Website address: www.wintrust.com

                WINTRUST FINANCIAL CORPORATION ANNOUNCES COMPLETION
                ---------------------------------------------------
                            OF COMMON STOCK OFFERING
                            ------------------------

         LAKE FOREST, ILLINOIS -- Wintrust Financial Corporation ("Wintrust")
(Nasdaq: WTFC) announced the closing today of an underwritten offering of
1,197,486 shares of common stock at a price of $35.80 per share. All of the
shares were sold by Wintrust. Net proceeds to Wintrust, after deducting the
underwriting discount and estimated offering expenses, were approximately $40.1
million. In connection with the offering, Wintrust granted the underwriters of
the offering a 30-day over-allotment option to purchase up to an additional
179,622 shares at the offering price less the underwriting discount.

RBC Capital Markets acted as lead manager of the underwriters for the offering
and U.S. Bancorp Piper Jaffray Inc., Raymond James & Associates, Inc., Stifel,
Nicolaus & Company, Incorporated and Sandler O'Neill & Partners, L.P. acted as
co-managers. A final prospectus relating to the offering may be obtained from
RBC Capital Markets at the following address or telephone number: Attention:
Syndicate, 60 South Sixth Street, 17th Floor, Minneapolis, MN 55402, telephone
number 612-371-2800.

Wintrust is a financial holding company headquartered in Lake Forest, Illinois,
with total assets of approximately $4.1 billion at June 30, 2003. Wintrust
operates seven community banks that provide a full complement of commercial and
consumer loan and deposit products and services through 32 banking facilities.
Wintrust also provides brokerage and trust and investment services to customers
primarily in the Midwest, as well as customers of the banks, and provides
services in several specialty-lending niches.


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