EXHIBIT 4.3


        AMENDED CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK
                        OF FIRST MIDWEST BANCORP, INC.

            PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                           OF THE STATE OF DELAWARE


      We, Robert P. O'Meara,  President and Chief Executive Officer,  and Alan
R.  Milasius, Senior Vice President  and Secretary, of  First Midwest Bancorp,
Inc., a corporation organized  and existing under the General  Corporation Law
of the  State of Delaware,  in accordance with  the provisions of  Section 103
thereof, DO HEREBY CERTIFY:

      That  pursuant to the authority  conferred upon the  Board of Directors,
the  said Board of Directors on February 15, 1989 adopted resolutions creating
a series of 120,000 shares of Preferred Stock designated as Series A Preferred
Stock; and

      That pursuant to the authority conferred upon the Board  of Directors by
the Certificate of Designation of Series  A Preferred Stock, the said Board of
Directors  on May  19, 1993 adopted  a resolution amending  the Certificate of
Designation  of Series  A Preferred  Stock by  which the  number of  shares of
Series A Preferred Stock was increased from 120,000 to 130,000; and,

      That pursuant to the authority conferred upon the Board of  Directors by
the Certificate of Designation of Series  A Preferred Stock, the said Board of
Directors  on November 15, 1995 adopted the following resolutions amending the
Certificate of Designation of Series A Preferred Stock:

      WHEREAS,   on  February  15,  1989,  this  Board  of  Directors  adopted
resolutions  creating a series of 120,000 shares of Preferred Stock designated
as Series A Preferred Stock; and,

      WHEREAS,  on May 19, 1993,  this Board of  Directors adopted resolutions
amending the  number of  shares of  Series A Preferred  Stock from  120,000 to
130,000; and,

      WHEREAS, no shares of Series A Preferred Stock have been issued; and,

      WHEREAS,  this  Board of  Directors desires  to  increase the  number of
shares of Series A Preferred Stock from 130,000 to 200,000.

      NOW, THEREFORE, BE IT RESOLVED,  that the first sentence of  Section (a)
of the Form of Certificate of Designation of Series A Preferred Stock of  this
Corporation is hereby amended to read as follows:

        (a)    Designation   and  Number  of  Shares.     The  distinctive
      designation  of  such   series  shall  be  "Series  A  Preferred  Stock"
      (hereinafter sometimes  called the "Series  A Preferred Stock")  and the
      number of shares constituting such series shall be 200,000.
      
      FURTHER  RESOLVED,  that  the  statements  contained  in  the  foregoing
resolution amending the said Series  A Preferred Stock by creating  70,000 new
shares of  Series A Preferred  Stock shall,  upon the effective  date of  said
amendment,  be  deemed to  be  included  in and  be  a  part of  the  Restated
Certificate of Incorporation of this Corporation pursuant to the provisions of
Sections 104 and 151 of the General Corporation Law of Delaware.

      IN  WITNESS  WHEREOF,  we  have executed  and  subscribed  this  Amended
Certificate and do affirm the foregoing as true under the penalties of perjury
as of this 15th day of November, 1995.


                                          FIRST MIDWEST BANCORP, INC.



                                          By
                                            Robert P. O'Meara, President
                                            & Chief Executive Officer

                                          By                
                                            Alan R. Milasius, Senior 
                                            Vice President & Secretary