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* SCHWARTZ THOMAS J (Last) (First) (Middle) 300 PARK BOULEVARD, SUITE 405 (Street) ITASCA IL 60143 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FIRST MIDWEST BANCORP INC [ FMBI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP Group Pres. Cmm'l Bnk, FMB
	3. Date of Earliest Transaction (Month/Day/Year) 05/20/2004
	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								31,001(1)	D
Common Stock								661(2)	I	By Custodian For Child
Common Stock								48,659(3)	I	By NQ Stock Option Gain Deferral Plan Tr
Common Stock								825(4)	I	By Profit Sharing Plan Trust

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
Non-Qualified Stock Option (right to buy)	$32.75	05/20/2004		A		1,560		(5)	05/20/2014	Common Stock	1,560	$32.75	1,560	D
Non-Qualified Stock Option (right to buy)	$27.61							01/17/2003	02/17/2003	Common Stock	1,222		1,222	D
Non-Qualified Stock Option (right to buy)	$10.7734							(6)	02/15/2005	Common Stock	3,459		3,459	D
Non-Qualified Stock Option (right to buy)	$12.16							(7)	02/21/2006	Common Stock	3,233		3,233	D
Non-Qualified Stock Option (right to buy)	$17.1							(8)	02/19/2007	Common Stock	2,420		2,420	D
Non-Qualified Stock Option (right to buy)	$21.7							(9)	02/18/2008	Common Stock	2,289		2,289	D
Non-Qualified Stock Option (right to buy)	$18.55							(10)	02/17/2009	Common Stock	2,785		2,785	D
Non-Qualified Stock Option (right to buy)	$21.8334							(11)	08/18/2009	Common Stock	1,606		1,606	D
Non-Qualified Stock Option (right to buy)	$18.4							(12)	02/16/2010	Common Stock	6,455		6,455	D
Non-Qualified Stock Option (right to buy)	$22.5							(13)	02/21/2011	Common Stock	6,231		6,231	D
Non-Qualified Stock Option (right to buy)	$28.695							(14)	02/20/2012	Common Stock	15,304		15,304	D
Non-Qualified Stock Option (right to buy)	$26.255							(15)	02/19/2013	Common Stock	18,168		18,168	D
Non-Qualified Stock Option (right to buy)	$32.715							(16)	02/24/2014	Common Stock	15,601		15,601	D
Non-Qualified Stock Option(right to buy)	$32.195							01/16/2004	02/16/2004	Common Stock	1,093		1,093	D
Phantom Stock under NQ Retirement Plan	$0.0000(17)							(18)	(19)	Common Stock	13,587		13,587(20)	D

Explanation of Responses:

1. Between February 25, 2004 and May 26, 2004 the reporting person acquired 118 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 April 20, 2004.

2. Between February 25, 2004 and May 26, 2004 the reporting person acquired 3 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 April 20, 2004.

3. Between February 25, 2004 and May 26, 2004 the reporting person acquired 313 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Gain Deferral Plan. The information in this report is based on a plan statement dated April 20, 2004.

4. Between February 25, 2004 and May 26, 2004 the reporting person acquired 5 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated April 29, 2004.

5. The stock option vests in two equal annual installments beginning on May 20, 2006.

6. The stock option vests in two equal annual installments beginning on February 15, 1997.

7. The stock option vests in two equal annual installments beginning on February 21, 1998.

8. The stock option vests in two equal annual installments beginning on February 19, 1999.

9. The stock option vests in two equal annual installments beginning on February 18, 2000.

10. The stock option vests in two equal annual installments beginning on February 17, 2001.

11. The stock option vests in two equal annual installments beginning on August 18, 2001.

12. The stock option vests in two equal annual installments beginning on February 16, 2002.

13. The stock option vests in two equal annual installments beginning on February 21, 2003.

14. The stock option vests in two equal annual installments beginning on February 20, 2004.

15. The stock option vests in two equal annual installments beginning on February 19, 2005.

16. The stock option vests in two equal annual installments beginning on February 24, 2006.

17. Shares of phantom stock in the NQ Retirement Plan have a 1-for-1 conversion ratio.

18. Shares of phantom stock in the NQ Retirement Plan are exercisable immediately.

19. Shares of phantom stock in the NQ Retirement Plan are payable in cash following the termination of the reporting person's employment with First Midwest Bancorp, Inc.

20. Between February 25, 2004 and May 26, 2004 the reporting person acquired 88 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Retirement Plan. The information in this report is based on a plan statement dated April 21, 2004.

Remarks:

	By: Andrea L. Stangl, Attorney-in-fact for	05/26/2004
	** 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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