Exhibit 99.3



                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT



The Board of Directors and Audit Committee
PrivateBancorp, Inc.


We have reviewed the accompanying consolidated balance sheets of PrivateBancorp,
Inc. as of September 30, 2002, and the related consolidated statements of income
for the three and nine-month periods ended September 30, 2002, and the
consolidated statement of cash flows for the nine-month period ended September
30, 2002. These financial statements are the responsibility of the Company's
management. We did not make a similar review of the consolidated financial
statements for the corresponding periods of the prior year (2001).

         We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.


Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements at September 30,
2002, and for the three and nine-month periods then ended, for them to be in
conformity with accounting principles generally accepted in the United States.

                                             /s/ Ernst & Young LLP

Chicago, Illinois
November 14, 2002