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) January 29, 1997


                             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

                                   JANUARY 29, 1997



          Item 5. Other Events

          First  Midwest Bancorp,  Inc. announced  that it has  settled for
          $4,050,000  a law  suit that  has pended  since 1993  against its
          former  fidelity  bond insurer  related to  loans charged  off in
          1992.  The recovery  resulted from the vigorous prosecution  of a
          complex  claim   through  litigation   to  the   settlement  just
          concluded.

          The  settlement proceeds have  been credited  to the  reserve for
          loan  losses while  Management  undertakes an  assessment of  the
          impact of  the recovery  on loan  loss  reserve provisioning  and
          reserve levels  appropriate going  forward.  The  assessment will
          also  consider  the impact  of  additional  whole loan  portfolio
          purchases that  are being considered  such as was  consummated in
          fourth quarter 1996.   Management anticipates that the assessment
          will be concluded within approximately 120 days.


          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

                                   JANUARY 29, 1997



          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

                                   JANUARY 29, 1997

                                      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:      February 10, 1997                     
                                                 DONALD J. SWISTOWICZ
                                                 Donald J. Swistowicz
                                               Executive Vice President


























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                             FIRST MIDWEST BANCORP, INC.

                                       FORM 8-K

                                   JANUARY 29, 1997


                                    EXHIBIT INDEX




                                                         Page
                 Exhibit                                Number     

          Exhibit 99  Press  release  issued by  First  Midwest Bancorp, Inc.
                      dated January 29, 1997              6





























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