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) August 21, 1996


                          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)


                                (630) 875-7450
                                                                              
                                                
              Registrant's telephone number, including area code


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






                  FIRST MIDWEST BANCORP, INC. (the "Company")

                                   FORM 8-K

                                August 21, 1996



ITEM 4.  Changes In Registrant's Certifying Accountant

    a)  On  August 21,  1996 upon  the unanimous  recommendation of  the Audit
Committee, the Board of Directors  of First Midwest Bancorp, Inc.  engaged the
accounting  firm of Ernst & Young LLP  as its Certified Public Accountants for
1996, replacing KPMG Peat Marwick LLP. 


    b)  During  the  two  most  recent   fiscal  years,  and  interim  periods
subsequent  to December 31, 1994,  there have been  no disagreements with KPMG
Peat  Marwick LLP  on  any  matter  of  accounting  principles  or  practices,
financial statement disclosure, auditing scope or procedure, or any reportable
events.

    c)  KPMG Peat  Marwick LLP's  report on the financial  statements for  the
past two years  contained no adverse opinion or disclaimer  of opinion and was
not  qualified  or  modified as  to  uncertainty,  audit  scope or  accounting
principles.

    d)  The Registrant  has requested  that KPMG Peat Marwick  LLP furnish  it
with  a letter  addressed to  the Securities  and Exchange  Commission stating
whether  or not  it agrees  with the above  statements.   A copy  of KPMG Peat
Marwick LLP's  letter dated  August 22,  1996 to  the Securities  and Exchange
Commission is filed as Exhibit 16, hereto.

ITEM 7.  Financial Statements and Exhibits

    c)  Exhibits
                   
        (16)Letter  from the independent Certified  Public Accountant pursuant
to Item 4 (d).


                          FIRST MIDWEST BANCORP, INC.

                                   FORM 8-K

                                August 21, 1996

                                  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:        August 23, 1996          /s/  DONALD J. SWISTOWICZ
                                           Donald J. Swistowicz
                                         Executive Vice President

                                    Signing on behalf of the Registrant as
                                  Principal Financial and Accounting Officer.