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): JULY 19, 2004



                              PRIVATEBANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                          ____________________________




                                                                                

                  DELAWARE                                                                 36-3681151
        (State or other jurisdiction                   000-25887                        (I.R.S. employer
              of incorporation)                 (Commission file number)              identification no.)

             TEN NORTH DEARBORN
              CHICAGO, ILLINOIS                                                              60602
  (Address of principal executive offices)                                                 (Zip Code)


       Registrant's telephone number, including area code: (312) 683-7100

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)



ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
          ---------------------------------------------

         On July 19, 2004, PrivateBancorp, Inc. (the "Company") announced its
earnings results for the quarter ended June 30, 2004. Attached as Exhibit 99.1
is a copy of the press release relating to the Company's earnings results, which
is incorporated herein by reference. Certain supplemental information relating
to non-GAAP financial measures reported in the attached press release is
included on page 8 of Exhibit 99.1.



                                   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 hereunto duly authorized.





                                        PRIVATEBANCORP, INC.

                                        By:  /s/ Ralph B. Mandell
                                           --------------------------------
                                           Ralph B. Mandell
Date:  July 19, 2004                       President and Chief Executive Officer



                               INDEX TO EXHIBITS
                               -----------------

Exhibit
- -------

99.1            Press Release dated July 19, 2004