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): January 26, 2009

PRIVATEBANCORP, INC.

(Exact name of Registrant as specified in its charter.)

Commission File Number: 000-25887

Delaware
(State or other jurisdiction of incorporation or
organization) 36-3681151
(I.R.S. Employer Identification Number)

120 S. LaSalle,
Suite 400
Chicago, Illinois	60603
(Address of principal executive offices)	(Zip Code)

(312) 564-2000
(Registrant’s telephone number, including area code)

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:

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

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

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

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

TABLE OF CONTENTS

EX-99.1

EX-99.2

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     On January 26, 2009, PrivateBancorp, Inc. (the “Company”) announced its earnings results for the quarter ended December 31, 2008. Attached as Exhibit 99.1 is a copy of the press release relating to the Company’s earnings results, which is incorporated herein by reference. Certain supplemental information relating to non-GAAP financial measures reported in the attached press release is included on page 16 of Exhibit 99.1.

     Additional presentation materials relating to the Company’s earnings results and conference call are attached as Exhibit 99.2 and are incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (d) Exhibits

Exhibit No.	Description
99.1	Fourth Quarter 2008 Earnings Release dated January 26, 2009 (intended to be deemed filed with the Commission rather than furnished pursuant to General Instruction B.2. to Form 8-K)
99.2	Presentation materials for Fourth Quarter 2008 Conference Call dated January 26, 2009 (furnished with the Commission as part of this Form 8-K)

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: January 26, 2009	By:	/s/ Larry D. Richman
		Larry D. Richman
		President and Chief Executive Officer
	By:	/s/ Dennis L. Klaeser
		Dennis L. Klaeser
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit
99.1	Fourth Quarter 2008 Earnings Release dated January 26, 2009
99.2	Presentation materials for Fourth Quarter 2008 Conference Call dated January 26, 2009