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): AUGUST 20, 2004

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

                          ____________________________

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

  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)

         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2 below):

         [  ]  Written communications pursuant to Rule 425 under the
               Securities Act (17 CFR 230.425)

         [  ]  Soliciting material pursuant to Rule 14a-12 under the
               Exchange Act (17 CFR 240.14a-12)

         [  ]  Pre-commencement communications pursuant to Rule 14d-2(b)
               under the Exchange Act (17 CFR 240.14d-2(b))

         [  ]  Pre-commencement communications pursuant to Rule 13e-4(c)
               under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 5.04.  TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
            BENEFIT PLAN.
            -----------------------------------------------------------

         Effective August 20, 2004, PrivateBancorp, Inc. (the "Company") elected
to terminate the blackout period that commenced on July 26, 2004. The blackout
period was terminated earlier than expected because the change in service
provider of the PrivateBancorp, Inc. Savings and Retirement Plan (the "Plan")
has been completed. The blackout period was expected to end on August 27, 2004.

         Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104
of the Securities and Exchange Commission's Regulation BTR, and concurrently
with the filing of this Current Report on Form 8-K, the registrant transmitted a
notice of the termination of the blackout period to the members of its Board of
Directors and executive officers. A copy of the notice is attached as Exhibit
No. 99.1 to this Current Report on Form 8-K, and incorporated herein by
reference.

         The person designated by the Company to respond to inquiries about the
termination of the blackout period is Ms. Marcia Bowden, The PrivateBank and
Trust Company, Ten North Dearborn, Suite 900, Chicago, Illinois, 60602,
telephone: 312-683-7737.

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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:  August 23, 2004                        By:/s/ Ralph B. Mandell
                                                 -------------------------------
                                                 Ralph B. Mandell
                                                 Chairman of the Board and Chief
                                                   Executive Officer

                                       3



                               INDEX TO EXHIBITS

Exhibit
- -------

99.1     Notice to Directors and Executive Officers of PrivateBancorp, Inc.
         dated August 20, 2004

                                       4

EX-99.1

                                                                    EXHIBIT 99.1



                        [PRIVATEBANCORP, INC. LETTERHEAD]

MEMO

To:      Members of the Board of Directors and Executive Officers

From:    Marcia Bowden

Date:    August 20, 2004

Re:      PrivateBancorp, Inc. Pension Plan Blackout Period Notice

- --------------------------------------------------------------------------------

As a director or executive officer of PrivateBancorp, Inc. ("PVTB") you are
subject to Section 306(a) of the Sarbanes-Oxley Act of 2002, which prohibits
certain securities transactions during pension plan blackout periods. This
memorandum is to notify you that the blackout period that commenced on July 26,
2004 ended August 20, 2004. The blackout period was terminated earlier than
expected because the administrative processes in conjunction with the planned
change in the record keeper for the PrivateBancorp, Inc. Savings and Retirement
Plan (the "Plan) have been completed.

Due to the termination of the blackout period, you are permitted to resume
transactions in such securities subject to the PrivateBancorp, Inc. Insider
Trading Policy ("the Policy"). Please be advised that you are still subject to
regular blackout periods as imposed under the Policy in correlation with
earnings releases, as well as "special" blackout periods imposed periodically,
as appropriate.

If you have questions regarding this notice, please contact me at (312) 683-7737
or in writing at The PrivateBank and Trust Company, Attention Marcia Bowden, Ten
North Dearborn, Suite 900, Chicago, IL 60602.