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 20, 1995


                           First Midwest Bancorp, Inc.

             (Exact name of registrant as specified in its charter)


           Delaware                   0-10967                  36-3161078

 (State or other jurisdiction       (Commission              (IRS Employer
       of incorporation)            File Number)                    
                                                       Identification No.)

300 Park Boulevard, Suite 405, Itasca, Illinois                  60143

      (Address of principal executive offices)                (Zip Code)


 Registrant's telephone number, including area code (708) 875-7450             






             (Former name and address, if changed since last report)



                           Exhibit Index is on Page 5





                           FIRST MIDWEST BANCORP, INC.

                                    FORM 8-K

                                DECEMBER 20, 1995



Item 2.  Acquisition or Disposition of Assets

On December 20, 1995, First Midwest Bancorp, Inc. ("First Midwest")  consummated
the  acquisition of  CF Bancorp,  Inc. ("CF"),  the Holding Company  of Citizens
Federal Savings Bank  of Davenport, Iowa.  The  transaction was structured as an
exchange  of stock and was accounted for  on a pooling of  interests basis.  The
stock  exchange resulted  in CF  shareholders receiving  1.4545 shares  of First
Midwest common  stock for  each share  of CF  common stock owned  in a tax  free
exchange.  

Item 7.  Financial Statements and Exhibits

      (a)      Financial Statements  of  Businesses Acquired:   Incorporated  by
               Reference to  First Midwest's Registration Statement  on Form S-4
               (Registration  No. 33-62581) filed on September  12, 1995.  Pages
               43-45   of  such   Registration   Statement   includes  financial
               statements  of  the  acquired  business,  CF  Bancorp,  Inc.,  in
               substantially the same form as required by this Item 7.a.

      (b)      Proforma Financial  Information:   Incorporated  by reference  to
               First Midwest's Registration Statement  on Form S-4 (Registration
               No. 33-62581) filed on September  12, 1995.  Pages 43-45  of such
               Registration Statement  includes proforma  financial  information
               for First Midwest and CF Bancorp, Inc., in substantially the same
               form as required by this Item 7.b. 

      (c)      Exhibits - Exhibit index is located on  page 5 of this report  on
               Form 8-K.





                           FIRST MIDWEST BANCORP, INC.

                                    FORM 8-K

                                December 20, 1995


The following Items are not applicable for this Form 8-K:

      Item 1.  Changes in Control of Registrant

      Item 3.  Bankruptcy or Receivership

      Item 4.  Changes in Registrant's Certifying Accountant

      Item 5.  Other Events

      Item 6.  Resignations of Registrant's Directors

      Item 8.  Change in Fiscal Year.




                           FIRST MIDWEST BANCORP, INC.

                                    FORM 8-K

                                December 20, 1995

                                   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 thereunto duly authorized.



                                            First Midwest Bancorp, Inc.
                                                    (Registrant)




Date:           January 4, 1996                 DONALD J. SWISTOWICZ          
                                                Donald J. Swistowicz
                                              Executive Vice President





                           FIRST MIDWEST BANCORP, INC.

                                    FORM 8-K

                                DECEMBER 20, 1995

                                  EXHIBIT INDEX



                                                                 Page
 Exhibit Number                      
                                   Description of Documents        
                                                                  Number


      2          Plan of Acquisition - Incorporated by Reference 
                    to Appendix A to First Midwest's Registration 
                    on Form S-4 (Registration No. 33-62581)

      23.1       Consent of KPMG Peat Marwick LLP                      6
      23.2       Consent of McGladrey & Pullen, LLP                    7

      99         Press release issued by First Midwest                 8
                    Bancorp, Inc. dated December 21, 1995              9