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): December 6, 2006

PRIVATEBANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

____________________________

Delaware	000-25887	36-3681151
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
70 West Madison Chicago, Illinois		60602 (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 7.01.Regulation FD Disclosure.

The information set forth in Item 8.01 below is incorporated in its entirety into this Item by reference.

Item 8.01.Other Events.

On December 6, 2006, PrivateBancorp, Inc. issued the attached press release, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1Press Release dated December 6, 2006.

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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:  December 6, 2006	By:	/s/Ralph B. Mandell
		Ralph B. Mandell
		Chairman of the Board, President and Chief Executive Officer

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EXHIBIT INDEX

Number	Description
Exhibit 99.1	Press Release dated December 6, 2006.

EX-99.1

EXHIBIT 99.1

For further information:

Dennis Klaeser, CFO

PrivateBancorp, Inc.

312-683-7100

For Immediate Release

PrivateBancorp, Inc. Expects Charge Against Fourth Quarter Earnings

Chicago, IL, December 6, 2006--- PrivateBancorp, Inc. (NASDAQ: PVTB) announced today it expects to incur an after-tax charge of approximately $800,000, or $0.04 per diluted share, to its fourth quarter earnings. The charge reflects a loss caused by a fraud perpetrated by an employee and anticipated costs associated with investigating the fraud. It appears that a long-time, staff-level employee in the Company’s operations department used a sequence of fraudulent transactions over a period of years to misappropriate Company funds. Based on the investigation, no clients were affected by the fraudulent transactions.

The Company is conducting a thorough investigation under the direction of the Audit Committee of the Board of Directors. The Audit Committee has engaged a team of outside specialists to assist in the investigation. The Company will vigorously pursue all avenues of recovery, including reimbursement under the Bank’s insurance bond. The conduct of the employee implicated in this matter is the subject of a federal criminal investigation.

“We are extremely disappointed by this fraudulent conduct; however, we are confident this is an isolated incident. We have given notice of loss to our insurance carrier and believe that we will recover a substantial portion of the loss as a result of our insurance coverage,” said Ralph B. Mandell, the Company’s President and Chief Executive Officer.

Separately, the Company announced that the closing of its acquisition of Piedmont Bancshares, Inc., previously expected to occur on November 30, 2006, is now expected to close prior to year-end.

PrivateBancorp, Inc. was organized in 1989 to provide distinctive, highly personalized premium financial services primarily to privately held businesses, affluent individuals, wealthy families, professionals, entrepreneurs and real estate investors for their personal and professional interests. The Company uses a European tradition of “private banking” as a model to develop lifetime relationships with its clients. Utilizing a team of highly qualified managing directors, The PrivateBank tailors products and services to meet each client’s needs in personal and commercial banking services and wealth management services. The Company, which had assets of $3.9 billion as of September 30, 2006, has 14 offices located in the Chicago, Detroit, Milwaukee, and St. Louis metropolitan areas. Additional information can be found in the Investor Relations section of PrivateBancorp, Inc.’s website http://www.pvtb.com.

Forward-Looking Statements: Statements contained in this news release 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. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, unanticipated delays in closing the Company’s pending acquisition of Piedmont Bancshares, Inc., higher than expected costs related to the transaction, developments pertaining to the loss situation discussed above, the dollar amount of recovery, if any, on any insurance bond claim relating to the employee fraud, failure to get regulatory approval for a de novo federal savings bank in Kansas City, fluctuations in market rates of interest and loan and deposit pricing in the Company’s market areas, deterioration in asset quality due to an economic downturn in the greater Chicago, Detroit, Milwaukee or St. Louis metropolitan areas, legislative or regulatory changes, adverse developments in the Company’s loan or investment portfolios, slower than anticipated growth of the Company’s or Piedmont’s business or unanticipated business declines, unforeseen difficulties in the continued integration of The PrivateBank - Michigan or higher than expected operational costs, unexpected difficulties in the continued integration of or in operating the Company’s mortgage banking business, competition and the possible dilutive effect of potential acquisitions, expansion or future capital raises. These risks and 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 unless required under the federal securities laws.

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