SECURITIES AND EXCHANGE ACT OF 1934

                                   FORM 8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                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 15, 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 Blvd., Suite 405, P.O. Box 459 Itasca, Illinois        60143-0459
      (Address of principal executive offices)                  (Zip Code)



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




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


                          Exhibit Index is on Page 5


                          FIRST MIDWEST BANCORP, INC.

                                   FORM 8-K

                               November 15, 1995



Item 5. Other Events

First  Midwest Bancorp, Inc. (the "Company")  has announced that it's Board of
Directors  at their November 15, 1995 regular quarterly meeting authorized the
repurchase of  up to 800,000 shares of its common stock, or approximately 6.5%
of  such  shares  outstanding    The  authorization  permits  the  Company  to
repurchase  its shares  from time  to  time in  both open  market and  private
transactions.  The repurchased shares will be reserved  for future issuance in
conjunction with  the Company's  qualified and nonqualified  retirement plans,
dividend  reinvestment plan, stock option  plans as well  as for other general
corporate purposes.   The  authorization has no  time limitation and  will see
Management effect repurchases as it deems prudent.


Incident  to  the  November 15,  1995  authorization,  the  Board rescinded  a
November, 1993 repurchase authorization.


Item 7. Financial Statements and Exhibits

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


                          FIRST MIDWEST BANCORP, INC.

                                   FORM 8-K

                               November 15, 1995



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




                          FIRST MIDWEST BANCORP, INC.

                                   FORM 8-K

                               November 15, 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  November 30, 1995                       Donald J. Swistowicz 
                                                  (Signature)*




* Duly authorized to sign on behalf of the Registrant.


                          FIRST MIDWEST BANCORP, INC.

                                   FORM 8-K

                               November 15, 1995

                                 EXHIBIT INDEX




                                                                      Page
                    Exhibit                                          Number

Exhibit 28 -   Additional Exhibits                                     6
            Press release issued by First Midwest Bancorp, Inc.
            dated November 17, 1995