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): JULY 2, 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 9.  REGULATION FD DISCLOSURE.
         -------------------------

         On July 2, 2003, PrivateBancorp, Inc. (the "Company") announced that it
is offering for sale 1.5 million shares of common stock. Attached as Exhibit
99.1 is a copy of the press release relating to the announcement, which is
incorporated herein by reference.

         Note: the information in this report (including the exhibits) is
furnished pursuant to Item 9 and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that section, or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing. This
report will not be deemed a determination or an admission as to the materiality
of any information in the report that is required to be disclosed solely by
Regulation FD.


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                                   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:  July 2, 2003                    By: /s/ Ralph B. Mandell
                                          --------------------------------------
                                           Ralph B. Mandell
                                           Chairman of the Board and Chief
                                             Executive Officer


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


Exhibit
- -------

99.1            Press Release dated July 2, 2003


                                       4

EX-99.1

                                                                    Exhibit 99.1
                                                                    ------------



                                                        FOR FURTHER INFORMATION:
                                                          Dennis L. Klaeser, CFO
                                                            PrivateBancorp, Inc.
                                                                    312-683-7100

For Immediate Release

      PRIVATEBANCORP, INC. ANNOUNCES COMMENCEMENT OF COMMON STOCK OFFERING

         Chicago, Illinois, July 2, 2003 - PrivateBancorp, Inc. (NASDAQ: PVTB)
announced today that it is offering 1.5 million shares of common stock for sale
in an underwritten public offering. The offering currently contemplates that the
Company will grant the underwriters an option to purchase an additional 225,000
shares to cover over-allotments. The offering is expected to be completed during
July 2003.

         The managing underwriters of the offering are Legg Mason Wood Walker,
Incorporated, Raymond James & Associates, Inc., Stifel, Nicolaus & Company,
Incorporated, and Fahnestock & Co. Inc. A copy of the preliminary prospectus
relating to the offering may be obtained from Legg Mason Wood Walker,
Incorporated, 100 Light Street, 31st Floor, Baltimore, Maryland, 21202.

         A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.



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