11-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________

FORM 11-K

ANNUAL REPORT

Pursuant to Section 15(d) of the
Securities Exchange Act of 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the fiscal year ended December 31, 1999

OR

[  ] TRANSACTION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ________ to ___________

Commission file number: 0-10967

________________________________

A.	Full title of the plan and the address of the plan if different from that of the issuer named below
FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN ________________________________

B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:

First Midwest Bancorp, Inc.

300 Park Boulevard

Suite 405, P.O. Box 459

Itasca, Illinois 60143-0459

Page 1 of 17 Pages
Exhibit Index on Page 2

REQUIRED INFORMATION

Financial Statements

Items 1 - 3

            Omitted in accordance with Item 4.

Item 4.

The First Midwest Bancorp, Inc. Savings and Profit Sharing Plan ("Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In accordance with Item 4 and in lieu of the requirements of Items 1-3, the following Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA are included herein:

Report of Independent Auditors

Statements of Net Assets Available for Benefits

Statements of Changes in Net Assets Available for Benefits

Notes to Financial Statements

Supplemental Schedule

Exhibits

	Sequentially Numbered Page
Consent of Ernst & Young LLP	17

FIRST MIDWEST BANCORP, INC.

SAVINGS AND PROFIT SHARING PLAN

Financial Statements and

Supplemental Schedule

Years Ended December 31, 1999 and 1998

(With Report of Independent Auditors)

Report of Independent Auditors

The Plan Administrator

First Midwest Bancorp, Inc. Savings and Profit Sharing Plan

We have audited the accompanying statements of net assets available for benefits of First Midwest Bancorp, Inc. Savings and Profit Sharing Plan (the Plan) as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 1999 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

June 6, 2000

 

See accompanying notes to financial statements.

See accompanying notes to financial statements.

FIRST MIDWEST BANCORP, INC. SAVINGS AND PROFIT SHARING PLAN

Notes to Financial Statements

December 31, 1999 and 1998

(1) Description of the Plan

The following brief description of the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan ("Plan") is provided for general information purposes. The Plan document provides more complete information about the Plan.

Background

First Midwest Bancorp, Inc. ("Company") established the Plan effective December 31, 1984. The Plan is a defined-contribution benefit plan covering substantially all full-time and part-time Company employees meeting certain age and length-of-service criteria.

Contributions and Benefit Payments

The Company's contribution to the Plan during 1999 and 1998 included a contribution of 2% of eligible participant compensation and a discretionary contribution of up to an additional 6% of eligible participant compensation. Company contributions are based upon performance of all subsidiaries and the overall consolidated performance of the Company. Participants are fully vested in Company contributions and participants become vested in Company discretionary contributions after seven years.

Contributions by participants of up to 10% of eligible compensation are allowed on a tax deferred basis under the provisions of Internal Revenue Code (the Code) section 401(k), subject to certain limitations. Participant contributions (and earnings thereon) are fully vested.

Participants may direct their contributions as well as Company contributions and Company discretionary contributions to any of the investment options offered by the Plan.

Company contributions are reduced by any forfeitures during the year.

Investment of Plan Assets

A trust fund was established for the purpose of holding and investing Plan assets in accordance with the terms of the Trust Agreement between the Company and the Trustee, First Midwest Trust Company, N.A., (Trustee), a subsidiary of the Company and a party-in-interest.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 0-60 months or up to 25 years for the purchase of a primary residence. The loans are secured by the balance in

(1) Description of the Plan (continued)

Participant Loans (continued)

the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the plan administrator. Principal and interest is paid ratably through monthly payroll deductions.

(2)	Summary of Significant Accounting Policies
Basis of Presentation

The accompanying financial statements are prepared under the accrual basis of accounting in accordance with generally accepted accounting principles.

Investment Valuation and Income Recognition

Investments are reported at fair value which, except for short-term investments and loans to participants, is determined using quoted market prices. Short-term investments and loans to participants are reported at cost and unpaid principal balance, respectively, which approximates market.

Purchases and sales of securities are recorded on a trade-date basis and are accounted for using the specific identification method. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in fair value of investments includes realized and unrealized investment gains and losses.

Administrative Expense

Administrative expenses of the Plan are paid from the trust fund, to the extent they are not paid by the Company. All administrative expenses were paid by the Company for the years ended December 31, 1999 and 1998.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassification

Certain amounts in the 1998 statements have been reclassified to conform with the 1999 presentation.

(3) Investments

During 1999 and 1998, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in fair value by:


Dividends received by the Plan on First Midwest common stock during 1999 and 1998 amounted to $1,107,513 and $875,642, respectively. Net appreciation on First Midwest Common Trust Funds amounted to $3,356,450 and $3,458,162, respectively.

As of December 31, 1999 and 1998, the Plan held the following investments that comprised 5% or more of the Plan's net assets:

(4) Income Taxes

The Plan has received a determination letter from the Internal Revenue Service, dated June 22, 1996, stating that the Plan is qualified under the Code, as amended and, therefore, the related trust is exempt from taxation. The Plan has been amended and restated since the previous determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Management believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, income of the related trust is exempt from tax under Section 501(a) of the Code.

(4) Income Taxes (continued)

The Company is not aware of any activity or transactions that may adversely affect the qualified status of the Plan.

(5) Plan Termination

Although it has not expressed any intent to do so, the Company has the right to terminate the Plan at any time. In the event of Plan termination, participants become fully vested in Company contributions.

(6) Reconciliation to Form 5500

The financial information provided in the Plan's Form 5500 includes an accrual for benefits that have been reported by participants but remains unpaid. This amount was $1,275,775 for 1999 and $782,736 for 1998, respectively. In accordance with generally accepted accounting principles, this liability is not recognized in the accompanying financial statements.

(7) Plan Acquisitions

On July 1, 1998, the Company acquired Heritage Financial Services, Incorporated whose principal subsidiary was Heritage Bank. The Heritage Financial Services, Incorporated Profit Sharing Plan ("Heritage Plan") was merged into the Plan on January 1, 1999. Assets of the Heritage Plan have been transferred to the Plan, and are allocated to participants and beneficiaries in the same manner and amounts under the Plan as prescribed by ERISA.

On October 1, 1997, the Company acquired SparBank, Incorporated whose principal subsidiary was McHenry State Bank. The McHenry State Bank Profit Sharing and Savings Plan and Trust ("McHenry Plan") was merged into the Plan on January 1, 1998. Assets of the McHenry Plan have been transferred to the Plan and are allocated to participants and beneficiaries in the same manner and amount under the Plan as prescribed by ERISA.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Committee of the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan has caused this annual report to be signed by the undersigned thereunto duly authorized.

FIRST MIDWEST BANCORP, INC. SAVINGS
AND PROFIT SHARING PLAN

Date:  June 28, 2000

By: /s/ DONALD J. SWISTOWICZ

Donald J. Swistowicz

Member, Plan Committee and Principal Financial

and Accounting Officer of First Midwest Bancorp, Inc.

EX-23

3:

Exhibit 23

 CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-25136) pertaining to the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan of our report dated June 6, 2000, with respect to the financial statements and schedules of the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1999.

/s/ Ernst & Young LLP

Chicago, Illinois

June 28, 2000