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):  March 3, 2009

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

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

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 5.02(c) — Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Kevin M. Killips was appointed Chief Financial Officer of the Company and The PrivateBank and Trust Company effective as of March 3, 2009.

Item 7.01 — Regulation FD Disclosure

On March 5, 2009, PrivateBancorp, Inc. announced that its board of directors declared a quarterly cash dividend of $0.01 per share payable on March 31, 2009 to stockholders of record on March 17, 2009. This dividend is a decrease 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description

99.1 Press Release dated March 5, 2009

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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.

Date:  March 5, 2009	By:	/s/ Kevin M. Killips
		Kevin M. Killips
	Chief Financial Officer

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INDEX TO EXHIBITS 

Exhibit
99.1	Press Release dated March 5, 2009

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EX-99.1

Exhibit 99.1

For further information:

Media Contact:

Amy Yuhn

Director of Communications

312-564-1378

ayuhn@theprivatebank.com

Investor Relations Contact:

Katie Manzel

Investor Relations Officer

312-564-6818

kmanzel@theprivatebank.com

For Immediate Release

PrivateBancorp Reduces Quarterly Dividend

CHICAGO, March 5, 2009 -- PrivateBancorp, Inc. (NASDAQ: PVTB) announced today it will reduce its quarterly dividend to $0.01 per share for the first quarter 2009 from $0.075 per share in the fourth quarter 2008. The next quarterly dividend is scheduled to be paid on March 31, 2009, to stockholders of record on March 17, 2009.

“Our company understands the importance of a dividend to our stockholders. At the same time, given the current economic and regulatory environment, we felt this was a prudent step to take to further enhance our capital position and our liquidity,” said Larry D. Richman, President and Chief Executive Officer, PrivateBancorp. “We continue to remain confident in the long-term growth prospects for our company, and we are committed to continuing to use our strong capital position to selectively expand our relationships with high-quality clients.”

The Company intends to use the retained capital and liquidity to continue the execution of its Strategic Growth Plan. The Company doubled the size of its balance sheet last year to $10.0 billion at December 31, 2008, through disciplined implementation of its growth plan and a focus on long-term client relationship development. With the addition of $244 million in TARP capital, the Company’s pro forma total risk-based capital at December 31, 2008, would have been 13 percent and its Tier 1 risk-based capital would have been 10.4 percent, significantly in excess of the requirements to qualify as a well-capitalized institution.

About PrivateBancorp, Inc.

PrivateBancorp, Inc. is a growing diversified financial services company with 23 offices in nine states and more than $10 billion in assets as of December 31, 2008. Through its subsidiaries, PrivateBancorp delivers customized business and personal financial services to middle-market commercial and commercial real estate companies, as well as business owners, executives, entrepreneurs and wealthy families.

Additional information can be found in the Investor Relations section under the “About Us” tab on PrivateBancorp, Inc.’s website at www.theprivatebank.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, unforeseen difficulties and higher than expected costs associated with the continued implementation of our Strategic Growth Plan, fluctuations in market rates of interest and loan and deposit pricing in the Company’s market areas; the effect of continued margin pressure on the Company’s earnings; further deterioration in asset quality; the failure to obtain on terms acceptable to us, or at all, the capital necessary to fund our growth and maintain our regulatory capital ratios above the “well-capitalized” threshold; the need to continue to increase our allowance for loan losses; additional charges related to asset impairments;  insufficient liquidity/funding sources or the inability to obtain on terms acceptable to the Company the funding necessary to fund its loan growth; legislative or regulatory changes, particularly changes in the regulation of financial services companies and/or the products and services offered by financial services companies; adverse developments in the Company’s loan or investment portfolios; slower than anticipated growth of the Company’s business or unanticipated business declines, including as a result of continual negative economic conditions; competition; unforeseen difficulties in integrating new hires; failure to improve operating efficiencies through expense controls; 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.