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) January 19, 2005 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 or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

FIRST MIDWEST BANCORP, INC.

FORM 8-K

January 19, 2005

Item 2.02 Results of Operations and Financial Condition On January 19, 2005, First Midwest Bancorp, Inc. issued a press release announcing its earnings results for the quarter and year ended December 31, 2004. This press release, dated January 19, 2005, is attached as Exhibit 99 to this report.
Item 9.01 Financial Statements and Exhibits
	(a) and (b) not applicable
	(c) Exhibit Index:
	99	Press Release issued by First Midwest Bancorp, Inc. dated January 19, 2005.

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.
	First Midwest Bancorp, Inc.
	(Registrant)
Date: January 19, 2005	/s/ STEVEN H. SHAPIRO
	Steven H. Shapiro Executive Vice President

2

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:	Michael L. Scudder
							EVP, Chief Financial Officer
							(630) 875-7283
	TRADED:				Nasdaq		Steven H. Shapiro
	SYMBOL:				FMBI		EVP, Corporate Secretary
							(630) 875-7345
							www.firstmidwest.com
FIRST MIDWEST REPORTS FULL YEAR AND FOURTH QUARTER 2004 RESULTS
		*	Record Net Income: $99.1 Million for Full Year 2004
		*	EPS of $2.12 for 2004 : Up 7.6% from 2003
		*	Strong Profitability: Full Year ROAA of 1.45% and ROAE of 18.7% for 2004
		*	Solid Commercial Loan Growth: Up 8.9% from 2003
		*	Nonperforming Asset Ratio at 0.55%: 22.5% Decrease from 2003
		*	Stable Efficiency Ratio: 50.4% For 4Q03 and 50.1% for Full Year

ITASCA, IL, January 19, 2005 - First Midwest Bancorp, Inc. ("First Midwest") (Nasdaq: FMBI) today reported net income for the fourth quarter ended December 31, 2004 of $25.2 million, or $0.54 per diluted share, an increase of 3.8% on a per diluted share basis from 2003's fourth quarter earnings of $24.2 million, or $0.52 per diluted share. First Midwest's annualized return on average assets was 1.46% for fourth quarter 2004, as compared to 1.54% for fourth quarter 2003, and annualized return on average equity was 18.6% for both fourth quarter 2004 and fourth quarter 2003.

First Midwest's net income for 2004 increased 7.6% on a per diluted share basis to a record $99.1 million, or $2.12 per diluted share, from net income of $92.8 million, or $1.97 per diluted share, in 2003. In 2004, First Midwest's return on average assets was 1.45% as compared to 1.50% in 2003. First Midwest's return on average equity in 2004 was 18.7% as compared to 18.3% in 2003.

1

"We are once again pleased to report a year of record performance, the result of our continued sales success in both commercial and retail home equity lending and the growth of demand deposit accounts," said First Midwest President and Chief Executive Officer John O'Meara. "We also completed the successful integration of CoVest into First Midwest in 2004, which increased our assets by over $600 million while requiring only a minimal increase in back-office support."

2005 Outlook

"First Midwest begins 2005 well-positioned in strong markets with solid fundamentals," O'Meara said. "I am encouraged by the favorable trends experienced in commercial and home equity loan outstandings and fee growth as well as our efforts to position ourselves to take advantage of a strengthening economy. In 2005, we will work to balance our exciting opportunities with the inherent uncertainties arising from interest rate changes and a highly competitive marketplace, and we will continue to focus on the relationship-based sales approach that drives our long-term success. We expect diluted earnings per share to be $2.23 to $2.33 in 2005."

Net Interest Margin

First Midwest's net interest income increased 10.3% to $58.4 million in fourth quarter 2004 as compared to $53.0 million in 2003's fourth quarter. This improvement was driven by a $567.8 million increase in average interest-earning assets from fourth quarter 2003, primarily the result of the acquisition of CoVest on December 31, 2003. Net interest margin for fourth quarter 2004 was 3.94%, down from 4.01% in fourth quarter 2003, but up from 3.90% on a linked-quarter basis. This sequential quarter margin improvement was largely the result of earning assets repricing more quickly than paying liabilities as the targeted Federal Funds rate increased 50 basis points during fourth quarter 2004.

Loan and Deposit Growth

First Midwest's total loans of $4.1 billion at December 31, 2004 increased 1.9% from December 31, 2003, reflecting two distinct decisions. First, $74.2 million of certain 1-4 family residential mortgages was converted into an investment security during the fourth quarter of 2004, and second, First Midwest exited its marginally profitable indirect consumer lending business resulting in a year-over-year

2

shrinkage of outstandings of $60.7 million from December 31, 2003. Excluding both residential 1-4 family residential loans and indirect consumer loans, First Midwest's total loans increased 6.0% as commercial, agricultural, commercial real estate, and home equity consumer loan categories all grew. Commercial loan growth trends remain favorable, and commercial loans outstanding as of December 31, 2004 increased by 8.9% compared to December 31, 2003. Consumer home equity loans increased 2.8% on a linked-quarter basis and 10.9% from December 31, 2003, reflecting continued sales success.

Total deposits as of December 31, 2004 totaled $4.9 billion, up 1.9% in comparison to December 31, 2003. Demand and time deposit balances outstanding as of December 31, 2004 increased 7.4% and 3.5%, respectively, in comparison to 2003.

Noninterest Income and Expense

First Midwest's total noninterest income for fourth quarter 2004 increased 24.0% to $24.1 million, as compared to $19.4 million for fourth quarter 2003. Total noninterest income for fourth quarter 2004 increased 5.6% as compared to fourth quarter 2003, excluding from both periods net security gains, losses from the early extinguishment of debt, and other income, which primarily reflects the impact of gains realized from the sale of assets. For full year 2004, total noninterest income totaled $79.4 million, an increase of 7.0% over 2003. Increased revenue was driven by a 10.0% increase in trust revenues and an 11.0% increase in card-based revenues.

Total noninterest expense for fourth quarter 2004 increased $5.7 million to $42.8 million, an increase of 15.3% from fourth quarter 2003. This increase reflected additional expenses associated with operating the CoVest franchise, including employee-related expense, net occupancy and equipment costs, and core deposit intangible amortization. In addition, this increase also reflected comparatively higher expenses for incentive-related compensation programs, employee insurance and increased fees for professional and audit-related services. These increases were partially offset by lower data processing costs. For the full year of 2004, total noninterest expense totaled $163.3 million, an increase of 9.3% over 2003.

Increased revenue and continued cost controls resulted in solid efficiency ratios of 50.43% for fourth quarter 2004 and 50.11% for full year 2004.

3

Credit Quality

First Midwest's already strong credit quality improved during the fourth quarter of 2004 on both a linked-quarter and a year-over-year basis. Nonperforming assets totaled $22.9 million as of December 31, 2004, down 14.4% from $26.8 million as of September 30, 2004 and down 20.6% from $28.9 million as of December 31, 2003. As of December 31, 2004, the ratio of nonperforming assets to total loans plus foreclosed real estate was 0.55%, down 22.5% from 0.71% as of December 31, 2003.

At December 31, 2004, nonperforming loans were 0.46% of total loans. Nonperforming loans decreased from 0.53% as of September 30, 2004 and 0.57% at December 31, 2003. Loans past due 90 days and still accruing totaled $2.7 million at December 31, 2004, a decrease of 14.5% from $3.1 million as of September 30, 2004 and a decrease of 21.5% from $3.4 million as of December 31, 2003.

Net charge-offs for the fourth quarter and full year of 2004 were 0.51% and 0.30% of average loans as compared to 0.35% and 0.28% for fourth quarter and full year of 2003, respectively. Higher charge-offs in the fourth quarter of 2004 were largely the result of previously disclosed remediation efforts in the loan portfolio acquired from CoVest. The ratio of the reserve for loan losses to total loans at the close of 2004 was 1.37% as compared to 1.39% at the end of 2003, as provisions for loan losses for both the fourth quarter and full year of 2004 fully covered net charge-offs. The reserve for loan losses at December 31, 2004 represented 295% of nonperforming loans as compared to 245% at year-end 2003.

Capital Management

First Midwest's capital position continues to exceed all of the regulatory minimum levels to be considered a "well capitalized institution" by the Federal Reserve. As of December 31, 2004, First Midwest's Total Risk Based Capital ratio was 11.55%, and its Tier 1 Risk Based Capital ratio was 10.47%. These improved ratios compare to the Total Risk Based Capital of 11.41% and Tier 1 Risk Based Capital of 10.29%, as of December 31, 2003. First Midwest's Tier 1 Leverage Ratio of 8.16% as of December 31, 2004 decreased from 8.49% as of December 31, 2003, primarily due to the increase in average total assets as a result of the acquisition of CoVest. First Midwest's tangible capital ratio, which represents the ratio of stockholders' equity to total assets excluding intangible assets, improved from 6.22% as of December 31, 2003 to 6.43% as of December 31, 2004.

4

First Midwest declared a dividend of $0.24 per share in the fourth quarter of 2004, a 9.1% increase from 2003's fourth quarter dividend of $0.22 per share. During the fourth quarter of 2004, First Midwest also repurchased 450,708 shares of its common stock at an average price of $36.22 per share. For the full year 2004, First Midwest repurchased 897,085 shares of common stock. At year-end, 661,119 shares remained under First Midwest's existing repurchase authorization.

About the Company

First Midwest is the premier relationship-based banking franchise in the growing Chicagoland banking market. As one of the Chicago metropolitan area's largest independent bank holding companies, First Midwest provides the full range of both business and retail banking and trust and investment management services through 67 offices located in 49 communities, primarily in northeastern Illinois. First Midwest is the 2004 recipient of the Illinois Bank Community Service Award and has been honored by Chicago magazine in its September, 2004 issue as one of the 25 best places to work in Chicagoland, the only bank to receive that distinction.

5

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Act of 1995: Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning specific factors described in First Midwest Bancorp's 2003 Form 10-K and other filings with the U.S. Securities and Exchange Commission. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. First Midwest does not intend to update this information and disclaims any legal obligation to the contrary. Historical information is not necessarily indicative of future performance.

Accompanying Financial Statements and Tables

Accompanying this press release is the following unaudited financial information:

* Operating Highlights, Balance Sheet Highlights and Stock Performance Data (1 page)

* Condensed Consolidated Statements of Condition (1 page)

* Condensed Consolidated Statements of Income (1 page)

* Selected Quarterly Data and Asset Quality (1 page)

Press Release and Additional Information Available on Website

This press release, the accompanying financial statements and tables and certain additional unaudited selected financial information (totaling 3 pages) are available through the "Investor Relations" section of First Midwest's website at www.firstmidwest.com.

6

First Midwest Bancorp, Inc.	Press Release Dated January 19, 2005
Operating Highlights	Quarters Ended								Years Ended
Unaudited	December 31,								December 31,
(Amounts in thousands except per share data)	2004				2003				2004			2003
Net income	$	25,220			$	24,199			$	99,136		$	92,778
Diluted earnings per share	$	0.54			$	0.52			$	2.12		$	1.97
Return on average equity	18.57%				18.59%				18.68%			18.28%
Return on average assets	1.46%				1.54%				1.45%			1.50%
Net interest margin	3.94%				4.01%				3.91%			3.99%
Efficiency ratio	50.43%				45.66%				50.11%			48.32%
Balance Sheet Highlights
Unaudited
(Amounts in thousands except per share data)									Dec. 31, 2004			Dec. 31, 2003
Total assets									$	6,863,381		$	6,906,658
Total loans									4,135,278			4,059,782
Total deposits									4,905,378			4,815,108
Stockholders' equity									532,038			522,540
Book value per share									$	11.55		$	11.22
Period end shares outstanding									46,065			46,581
Stock Performance Data	Quarters Ended								Years Ended
Unaudited	December 31,								December 31,
	2004				2003				2004			2003
Market Price:
Quarter End	$		36.29		$		32.43		$	36.29		$	32.43
High	$		38.30		$		32.80		$	38.30		$	32.80
Low	$		33.70		$		29.61		$	31.13		$	24.89
Quarter end price to book value			3.1	x			2.9	x	3.1		x	2.9		x
Quarter end price to consensus estimated 2004 earnings			17.1	x			N/A			17.1	x		N/A
Dividends declared per share	$		0.24		$		0.22		$	0.90		$	0.79

7

First Midwest Bancorp, Inc.		Press Release Dated January 19, 2005
Condensed Consolidated Statements of Condition
			December 31,
(Amounts in thousands)			2004			2003
			Unaudited (1)			Audited
Assets
Cash and due from banks			$	119,880	$		186,900
Funds sold and other short-term investments			4,581			15,409
Securities available for sale			2,179,438			2,229,650
Securities held to maturity, at amortized cost			64,576			67,446
Loans			4,135,278			4,059,782
Reserve for loan losses			(56,718)			(56,404)
	Net loans		4,078,560			4,003,378
Premises, furniture and equipment			89,003			91,535
Investment in corporate owned life insurance			151,359			146,421
Goodwill and other intangible assets			96,712			99,268
Accrued interest receivable and other assets			79,272			66,651
	Total assets		$	6,863,381	$		6,906,658
Liabilities and Stockholders' Equity
Deposits			$	4,905,378	$		4,815,108
Borrowed funds			1,218,332		1,371,672
Subordinated debt - trust preferred securities			129,294		128,716
Accrued interest payable and other liabilities			78,339		68,622
	Total liabilities		6,331,343		6,384,118
Common stock			569		569
Additional paid-in capital			61,918		68,755
Retained earnings			707,435		650,128
Accumulated other comprehensive income			10,115		32,656
Treasury stock, at cost			(247,999)		(229,568)
	Total stockholders' equity		532,038		522,540
	Total liabilities and stockholders' equity		$	6,863,381	$		6,906,658

(1) While unaudited, the 2004 Condensed Consolidated Statement of Condition has been prepared in accordance with accounting principles generally accepted in the United States and is derived from the 2004 financial statements on which Ernst & Young LLP, First Midwest's independent external auditor, will issue an audit opinion upon completion of their audit procedures.

8

First Midwest Bancorp, Inc.		Press Release Dated January 19, 2005
Condensed Consolidated Statements of Income		Quarters Ended								Years Ended
		December 31,								December 31,
(Amounts in thousands except per share data)		2004					2003			2004					2003
		Unaudited (1)					Unaudited (1)			Unaudited (2)					Audited
Interest Income
Loans			$		59,033		$		48,439	$			225,099		$	200,013
Securities			22,580				23,085			89,610					89,972
Other			152				144			633					1,082
	Total interest income		81,765				71,668			315,342					291,067
Interest Expense
Deposits			15,539				13,182			57,432					56,272
Borrowed funds			5,780				4,445			20,980					23,962
Subordinated debt - trust preferred securities			2,053				1,079			8,066					1,079
	Total interest expense		23,372				18,706			86,478					81,313
	Net interest income		58,393				52,962			228,864					209,754
Provision for Loan Losses			5,350				3,075			12,923					10,805
	Net interest income after provision for loan losses		53,043				49,887			215,941					198,949
Noninterest Income
Service charges on deposit accounts				7,682			7,269				28,837				27,924
Trust and investment management fees				3,005			2,727				11,888				10,810
Other service charges, commissions, and fees				3,739			3,752				15,147				16,187
Card-based fees				2,413			1,971				9,252				8,336
Corporate owned life insurance income				1,195			1,354				4,939				5,059
Security gains (losses), net				2,872			202				8,222				2,988
(Losses) on early extinguishments of debt				-			(3,018)				(2,653)				(6,025)
Other				3,170			5,162				3,749				8,891
	Total noninterest income			24,076			19,419				79,381				74,170
Noninterest Expense
Salaries and employee benefits				25,291			21,241				92,171				84,284
Net occupancy expense				4,176			3,544				16,015				14,508
Equipment expenses				2,242			2,106				8,847				7,979
Technology and related costs				1,304			1,899				6,681				8,913
Other				9,784			8,319				39,624				33,768
	Total noninterest expense			42,797			37,109				163,338				149,452
Income before taxes				34,322			32,197				131,984				123,667
Income tax expense				9,102			7,998				32,848				30,889
	Net Income			$		25,220	$	24,199			$	99,136		$		92,778
	Diluted Earnings Per Share			$		0.54	$	0.52			$	2.12		$		1.97
	Dividends Declared Per Share			$		0.24	$	0.22			$	0.90		$		0.79
	Weighted Average Diluted Shares Outstanding			46,664			46,944				46,860			46,982

1. While unaudited, the Condensed Consolidated Statements of Income for the quarters ended December 31, 2004 and 2003 have been prepared in accordance with accounting principles generally accepted in the United States and are derived from quarterly financial statements.
2. While unaudited, the Condensed Consolidated Statement of Income for the year ended December 31, 2004 has been prepared in accordance with accounting principles generally accepted in the United States and is derived from the 2004 financial statements on which Ernst & Young LLP, First Midwest's independent external auditor, will issue an audit opinion upon completion of their audit procedures.

9

First Midwest Bancorp, Inc.				Press Release Dated January 19, 2005
Selected Quarterly Data
Unaudited		Years Ended								Quarters Ended
(Amounts in thousands except per share data)		12/31/04		12/31/03		12/31/04				9/30/04				6/30/04				3/31/04				12/31/03
Net interest income		$	228,864	$	209,754	$		58,393		$	57,534			$	56,048			$	56,889			$	52,962
Provision for loan losses		12,923		10,805		5,350				3,240				2,405				1,928				3,075
Noninterest income		79,381		74,170			24,076			18,813				19,107				17,385				19,419
Noninterest expense		163,338		149,452			42,797			40,359				39,977				40,205				37,109
Net income		99,136		92,778			25,220			25,172				24,712				24,032				24,199
Diluted earnings per share		$	2.12	$	1.97		$		0.54	$		0.54		$		0.53		$		0.51		$		0.52
Return on average equity		18.68%		18.28%			18.57%			19.03%				19.17%				17.97%				18.59%
Return on average assets		1.45%		1.50%			1.46%			1.45%				1.44%				1.42%				1.54%
Net interest margin		3.91%		3.99%			3.94%			3.90%				3.81%				3.97%				4.01%
Efficiency ratio		50.11%		48.32%			50.43%			49.60%				49.89%				50.53%				45.66%
Period end shares outstanding		46,065		46,581		46,065				46,370				46,632				46,537				46,581
Book value per share		$	11.55	$	11.22	$		11.55		$	11.56			$	10.87			$	11.26			$	11.22
Dividends declared per share		$	0.90	$	0.79	$		0.24		$	0.22			$	0.22			$	0.22			$	0.22
Asset Quality
Unaudited		Years Ended					Quarters Ended
(Amounts in thousands)		12/31/04		12/31/03			12/31/04			9/30/04				6/30/04				3/31/04				12/31/03
Nonaccrual loans		$	19,197	$	15,930		$	19,197		$		22,267		$		24,621		$		18,704		$	15,930
Restructured loans		-		7,137			-			-				-				-				7,137
	Total nonperforming loans	$	19,197	$	23,067		$	19,197		$		22,267		$		24,621		$		18,704		$	23,067
Foreclosed real estate		3,736		5,812			3,736			4,528				4,602				4,779				5,812
Loans past due 90 days and still accruing		2,658		3,384			2,658			3,108				4,160				6,977				3,384
Nonperforming loans to loans		0.46%		0.57%			0.46%			0.53%				0.59%				0.45%				0.57%
Nonperforming assets to loans plus foreclosed real estate		0.55%		0.71%			0.55%			0.64%				0.70%				0.57%				0.71%
Reserve for loan losses to loans		1.37%		1.39%			1.37%			1.35%				1.36%				1.38%				1.39%
Reserve for loan losses to nonperforming loans		295%		245%			295%			255%				230%				303%				245%
Provision for loan losses		$	12,923	$	10,805		$	5,350		$			3,240	$			2,405	$			1,928	$	3,075
Net loan charge-offs		12,610		9,550			5,340			3,219				2,347				1,704				3,055
Net loan charge-offs to average loans		0.30%		0.28%			0.51%			0.30%				0.23%				0.17%				0.35%

10