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SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
Amendment No. 1
Washington, D.C. 20549

(Mark One)

[X] Amendment to Annual Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 [No Fee Required] for the fiscal year ended December 
    31, 1997

[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 [No Fee Required]

Commission File Number 0-10967
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                          FIRST MIDWEST BANCORP, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                                       36-3161078
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                    300 Park Blvd., Suite 405, P.O. Box 459
                          Itasca, Illinois 60143-0459
              (Address of principal executive offices) (zip code)


                                 (630) 875-7450
              (Registrant's telephone number, including area code)


                          Common Stock, $.01 Par Value
                        Preferred Share Purchase Rights
           Securities Registered Pursuant to Section 12(g) of the Act

 
The undersigned registrant hereby amends Item 14 of Part IV of its Annual Report
on Form 10-K for the fiscal year ended December 31, 1997 to correct the language
in the report of the Registrant's independent auditors for the audited financial
statements for the year ended December 31, 1995.



Report of Independent Auditors

The Board of Directors and Stockholders
First Midwest Bancorp, Inc.:
 
We have audited the consolidated statements of  income, changes in stockholders'
equity, and cash flows (which statements are not presented herein) for the year
ended December 31, 1995.  These financial statements are the responsibility of
First Midwest Bancorp, Inc's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows for
the year ended December 31, 1995, in conformity with generally accepted
accounting principles.

KPMG PEAT MARWICK LLP

KPMG Peat Marwick LLP
Chicago, Illinois
January 19, 1996

 
                                   SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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: March 4, 1998                           DONALD J. SWISTOWICZ
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                                              Donald J. Swistowicz
                                            Executive Vice President