SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hotchkiss James P

(Last)

(First)

(Middle)

ONE PIERCE PLACE, SUITE 1500

(Street)

ITASCA

60143

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2008

3. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [ FMBI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Treasurer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,587	D
Common Stock	741	I	By Profit Sharing Plan Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualfied Stock Option (right to buy)	⁽¹⁾	02/21/2017	Common Stock	10,342	$38.62	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	02/20/2012	Common Stock	3,203	$28.695	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	02/19/2013	Common Stock	4,823	$26.255	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	02/24/2014	Common Stock	4,581	$32.715	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	02/23/2015	Common Stock	10,687	$33.61	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	02/22/2016	Common Stock	11,340	$33.92	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	02/20/2018	Common Stock	11,870	$28.095	D

Explanation of Responses:

1. The stock option vests in two equal annual installments specifically on February 21, 2009 and February 21, 2010 respectively.

2. The stock option vests in two equal annual installments specifically on February 20, 2004 and February 20, 2005 respectively.

3. The stock option vests in two equal annual installments specifically on February 19, 2005 and February 19, 2006 respectively.

4. The stock option vests in two equal annual installments specifically on February 24, 2006 and February 24, 2007 respectively.

5. The stock option vests in two equal annual installments specifically on February 23, 2007 and February 23, 2008 respectively.

6. The stock option vests in two equal annual installments specifically on February 22, 2008 and February 22, 2009 respectively.

7. The stock option vests in two equal annual installments specifically on February 20, 2010 and February 20, 2011 respectively.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	By: Andrea L. Stangl, Attorney-in-fact	05/23/2008
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.