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): FEBRUARY 27, 2003

                              PRIVATEBANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                          ____________________________

         DELAWARE                    000-25887                 36-3681151
(State or other jurisdiction   (Commission file number)     (I.R.S. employer
     of incorporation)                                     identification no.)

   TEN NORTH DEARBORN                                            60602
    CHICAGO, ILLINOIS                                         (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (312) 683-7100

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)





ITEM 5.  OTHER EVENTS.
         ------------

         On February 27, 2003, PrivateBancorp, Inc. (the "Company") announced
its plan to file a registration statement with the Securities and Exchange
Commission during the second quarter of 2003 for a proposed public offering of
common stock. Attached as Exhibit 99.1 is a copy of the press release, which is
incorporated herein by reference.

         Forward-Looking Statements: Statements contained in or incorporated by
reference in this report that are not historical facts may constitute
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended. The Company's ability to predict results or the actual effect of
future plans or strategies is inherently uncertain. These uncertainties should
be considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. The Company assumes no obligation to update
publicly any of these statements in light of future events.

ITEM 7(c).  EXHIBITS.
            --------

         Exhibit 99.1   Press Release dated February 27, 2003.





                                   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 hereunto duly authorized.


                                    PRIVATEBANCORP, INC.


Date:  February 27, 2003            By:  /s/ Ralph B. Mandell
                                       -----------------------------------------
                                         Ralph B. Mandell
                                         Chairman of the Board and Chief
                                           Executive Officer





                               INDEX TO EXHIBITS
                               -----------------

Exhibit
- -------

99.1     Press Release dated February 27, 2003.

EX-99.1

                                                                    Exhibit 99.1

                                                        For further information:

                                                              Ralph Mandell, CEO
                                                            PrivateBancorp, Inc.
                                                                    312-683-7100
For Immediate Release

     PRIVATEBANCORP, INC. ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

         Chicago, February 27, 2003 (NASDAQ: PVTB) -PrivateBancorp, Inc.
previously reported that it plans to raise additional capital during 2003 to
support the growth of its business. The Company currently anticipates filing a
registration statement with the Securities and Exchange Commission for a
proposed offering of 1,500,000 to 2,000,000 shares of common stock during the
second quarter. Unfavorable market conditions or delays in hiring a replacement
for the Company's departing chief financial officer could cause a delay in the
proposed offering.

         This announcement is neither an offer to sell nor a solicitation of an
offer to buy any securities. The offering is to be made only by the prospectus.


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