SEC FORM 4

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

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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^*

CLAM GEORGE C

(Last)

(First)

(Middle)

1400 SIXTEENTH STREET

(Street)

OAK BROOK

60523

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIRST OAK BROOK BANCSHARES INC [ FOBB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								10,500	I	See footnote⁽¹⁾
Common Stock								4,609	I	See footnote⁽²⁾
Common Stock								31,663	I	See footnote⁽³⁾
Common Stock								684	I	See footnote⁽⁴⁾
Common Stock	03/24/2005		M		1,075	A	$28.63	5,474⁽⁶⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to Buy)	$6.833	03/24/2005		M			2,000	12/20/1996⁽⁵⁾	12/20/2005	Common	9,000	$6.833	0	D
Employee Stock Options (Right to Buy)	$7.587							12/27/1997⁽⁵⁾	12/27/2006	Common	6,000		6,000	D
Employee Stock Options (Right to Buy)	$14							01/21/1999⁽⁵⁾	01/21/2008	Common	3,000		3,000	D
Employee Stock Options (Right to Buy)	$12.167							01/26/2000⁽⁵⁾	01/26/2009	Common	6,750		6,750	D
Employee Stock Options (Right to Buy)	$10.75							01/25/2001⁽⁵⁾	01/25/2010	Common	2,400		2,400	D
Employee Stock Options (Right to Buy)	$18							01/29/2003⁽⁵⁾	01/29/2012	Common	9,000		9,000	D
Employee Stock Options (Right to Buy)	$33.7							01/27/2005⁽⁵⁾	01/27/2014	Common	7,500		7,500	D

Explanation of Responses:

1. Represents shares of Common Stock benefically owned by the Reporting Person's spouse.

2. These shares of Common Stock are held pursuant to the Issuer's "Stock Bonus Plan". The shares represent the Reporting Person's pro rata interest in the aggregate shares held by the Plan's trust as of December 31, 2004.

3. Shares are held by Reporting Person as Trustee of the George C. Clam Trust dated September 12, 2002.

4. Shares are held under the Reporting Person's Individual Retirement Account.

5. Employee Stock Options are granted pursuant to the Issuer's Incentive Compensation Plan (the "Plan") and are exercisable in 20% increments each year beginning one year after date of grant.

6. These shares represent the net amount of common stock received by the Reporting Person after the exercise of stock options for the right to buy shares of the Issuer. The difference between the balance of shares represented by the option to buy and the net amount of shares actually received by the Reporting Person was used to pay the exercise price and any taxes due in connection with the exercise.

	George C. Clam	03/28/2005
	By: Lorenzo Pate, his attorney-in-fact	03/28/2005
	** 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).
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.