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) April 24, 2002 First Midwest Bancorp, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of Incorporation	0-10967 (Commission File Number)		36-3161078 (IRS Employer Identification No.)
300 Park Boulevard, Suite 405, Itasca, Illinois (Address of principal executive offices)		60143 (Zip Code)
(630) 875-7450 (Registrant's telephone number, including area code) N/A (Former name and address, if changed since last report)

1

FIRST MIDWEST BANCORP, INC.
FORM 8-K
April 24, 2002

Item 5. Other Events

First Midwest Bancorp, Inc. (the "Company") announced today that at its Annual Shareholders Meeting held on April 24, 2002, Vernon A. Brunner, O. Ralph Edwards, Thomas M. Garvin and John M. O'Meara were elected Directors to serve until the year 2005. In a separate action, the amendment to the Company's Certificate of Incorporation to increase its authorized shares from 60 million to 100 million was approved. Number of shares voted for each matter are presented in the table below.

			Number of Shares Voted (1)
			For	Abstain	Against
1.)		Election of four directors:(2)
		Vernon A. Brunner .......................................	43,304,147	156,799	N/A
		O. Ralph Edwards...............................................	43,301,144	159,802	N/A
		Thomas M. Garvin............................................	42,932,826	528,120	N/A
		John M. O'Meara..............................................	42,823,395	637,551	N/A
2.)		Considering a proposal to amend the Company's Certificate of Incorporation(3)..........................................	41,440,971(4)	159,957	1,860,018
Notes
(1)	Represents 89.4% of shares outstanding.
(2)	Each of the four directors received votes in favor of at least 98.5% of the shares voted.
(3)	The proposal to amend the Company's Certificate of Incorporation is fully described in the Company's Proxy Statement as filed with the Securities and Exchange Commission on March 8, 2002.
(4)	Represents 95.4% of shares voted.

Additionally, Management presented an overview of the Company and its results from operations for the year ended December 31, 2001 and for the three months ended March 31, 2002.

The results of the Annual Shareholders Meeting and the presentation materials will be available for viewing in the Investor Relations section on the Company's website, www.firstmidwest.com, on April 24, 2002 at approximately 2:00pm CST and for 7 days thereafter.

2

Item 7. Financial Statements and Exhibits
	(a) and (b) not applicable
	(c) Exhibit Index:
	99	Press Release issued by First Midwest Bancorp, Inc. dated April 24, 2002.
	99.1	Power Point presentation delivered by Registrant's Chief Executive Officer at the Registrant's Annual Shareholders Meeting.
The following Items are not applicable for this Form 8-K:
	Item 1.		Changes in Control of Registrant
	Item 2.		Acquisition or Disposition of Assets
	Item 3.		Bankruptcy or Receivership
	Item 4.		Changes in Registrant's Certifying Accountant
	Item 6.		Resignations of Registrant's Directors
	Item 8.		Change in Fiscal Year
	Item 9.		Sales of Equity Securities Pursuant to Regulation S

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.
Date: April 24, 2002	First Midwest Bancorp, Inc. (Registrant) /s/ DONALD J. SWISTOWICZ Donald J. Swistowicz Executive Vice President

3

EX-99

			Exhibit 99
			News Release
[LOGO]	First Midwest Bancorp, Inc.		First Midwest Bancorp 300 Park Blvd., Suite 405 P.O. Box 459 Itasca, Illinois 60143-9768 (630) 875-7450
FOR IMMEDIATE RELEASE		CONTACT:		Barbara E. Briick (630) 875-7459 www.firstmidwest.com
		TRADED: SYMBOL:		Nasdaq FMBI
FIRST MIDWEST ANNUAL SHAREHOLDERS MEETING RESULTS AND PRESENTATION

ITASCA, IL., APRIL 24, 2002 - First Midwest Bancorp, Inc. (Nasdaq: FMBI) today announced that at its Annual Shareholders Meeting held on April 24, 2002, Vernon A. Brunner, O. Ralph Edwards, Thomas M. Garvin and John M. O'Meara were elected Directors to serve until the year 2005. In a separate action, the amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares from 60 million to 100 million was approved. Additionally, Management presented an overview of the Company and its results from operations for the year ended December 31, 2001 and three months ended March 31, 2002.

The results of the Annual Shareholders Meeting and the presentation materials will be available for viewing in the Investor Relations section on the Company's website, www.firstmidwest.com, on April 24, 2002 at approximately 2:00pm CST and for 7 days thereafter.

With assets of approximately $6 billion, First Midwest is the largest independent and one of the overall largest banking companies in the highly attractive suburban Chicago banking market. As the premier independent suburban Chicago banking company, First Midwest provides commercial banking, trust, investment management and related financial services to a broad array of customers through 70 offices located in more than 40 communities primarily in northern Illinois.

# # #

1

EX-99

Exhibit 99.1