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):  May 27, 2008

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 W. Madison, Suite 900 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

On May 27, 2008, PrivateBancorp, Inc. announced that its board of directors declared a quarterly cash dividend of $0.075 per share payable on June 30, 2008 to stockholders of record on June 16, 2008. This dividend is unchanged from the prior quarterly dividend of $0.075 per share.  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 7.01 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:  May 27, 2008	By:	/s/ Larry D. Richman
		Larry D. Richman
	President and Chief Executive Officer
	By:	/s/ Dennis L. Klaeser
		Dennis L. Klaeser
	Chief Financial Officer

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INDEX TO EXHIBITS 

Exhibit
99.1	Press Release dated May 27, 2008

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EX-99.1

Exhibit 99.1

For further information:

Amy Yuhn

Director of Communications

312-564-1378

ayuhn@theprivatebank.com

News Release

For Immediate Release

PrivateBancorp, Inc. Declares quarterly cash dividend

Chicago, May 27, 2008 --- PrivateBancorp, Inc. (Nasdaq:PVTB)announced that its board of directors declared a quarterly cash dividend of $0.075 per share payable on June 30, 2008 to stockholders of record on June 16, 2008.  This dividend is unchanged from the prior quarterly dividend of $0.075 per share.