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) November 13,
          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)



                              Exhibit Index is on Page 5








                             FIRST MIDWEST BANCORP, INC.

                                       FORM 8-K

                                  NOVEMBER 13, 1996



          Item 5. Other Events

          On November  13, 1996 First Midwest Bancorp, Inc. (the "Company")
          announced  its intent to repurchase  up to 900,000  shares of its
          common stock,  or approximately 6.6% of  such shares outstanding.
          The  shares will  be purchased  from time  to time  in  both open
          market  and   private  transactions.    The   Company  will  also
          repurchase  an additional  number of  shares that  it anticipates
          issuing in the  next approximately 12 months  in conjunction with
          its  stock option and  employee benefit  plans.   These purchases
          will also be made from time to time in open market transactions.

          On November 21, 1996, the Company announced a five-for-four stock
          split effected in the form of a stock dividend and a 19% increase
          in  its  cash  dividend.    As  a  result  of  the  stock  split,
          shareholders  of record as of  December 1, 1996  will receive one
          additional share  of First  Midwest common  stock for every  four
          shares owned.   Shareholders  entitled to fractional  shares will
          receive cash  in  lieu of  fractional certificates  based on  the
          average of the daily closing prices of the Company's common stock
          for the  five (5) trading  days immediately preceding  the record
          date of December 1, 1996.  The new shares and any cash in lieu of
          fractional certificates will be issued on December 16, 1996.  

          The new cash dividend of  $.20 per share will be paid  on January
          21,  1997 to shareholders  of record on  December 27, 1996.   The
          dividend  will be  paid both  on current  outstanding shares  and
          newly issued shares as a result of the stock split.   This is the
          second dividend increase declared in 1996 and the fifth  increase
          in the last four years.


          Item 7. Financial Statements and Exhibits

            
          Exhibit Index is located on Page 5 of this Report on Form 8-K.









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                             FIRST MIDWEST BANCORP, INC.

                                       FORM 8-K

                                  NOVEMBER 13, 1996



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

             Item 1.Changes in Control of Registrant

             Item 2.Acquisition or Disposition of Assets

             Item 3.Bankruptcy or Receivership

             Item 4.Changes in Registrant's Certifying Accountant

             Item 6.Resignations of Registrant's Directors

































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                             FIRST MIDWEST BANCORP, INC.

                                       FORM 8-K

                                  NOVEMBER 13, 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:      December 2, 1996                      
                                                       DONALD J. SWISTOWICZ
                                                 Donald J. Swistowicz
                                               Executive Vice President


























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                             FIRST MIDWEST BANCORP, INC.

                                       FORM 8-K

                                  NOVEMBER 13, 1996


                                    EXHIBIT INDEX




                                                         Page
                 Exhibit                                Number     

          Exhibit 28.1   Press  release  issued by  First  Midwest Bancorp,
                         Inc. dated November 13, 1996                          6

          Exhibit 28.2   Press  release issued  by  First Midwest  Bancorp,
                         Inc. dated November 21, 1996                          7

























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