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): FEBRUARY 1, 2005



                         WINTRUST FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

                          -----------------------------


           ILLINOIS                        0-21923               36-3873352
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
        Incorporation)                                       Identification No.)

      727 NORTH BANK LANE                                           60045
     LAKE FOREST, ILLINOIS                                       (Zip Code)
(Address of principal executive
           offices)



        Registrant's telephone number, including area code (847) 615-4096





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

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

         [  ]     Written communications pursuant to Rule 425 under the
                  Securities Act (17 CFR 230.425)

         [  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange
                  Act (17 CFR 240.14a-12)

         [  ]     Pre-commencement communications pursuant to Rule 14d-2(b)
                  under the Exchange Act (17 CFR 240.14d-2(b))

         [  ]     Pre-commencement communications pursuant to Rule 13e-4(c)
                  under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 5.02(b).     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
                  ---------------------------------------------------------
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
                  --------------------------------------------

     On February 1, 2005,  Philip W.  Hummer,  one of the  directors of Wintrust
Financial  Corporation (the "Company") notified the Company's Board of Directors
that he is retiring from the Board of Directors effective February 1, 2005.

ITEM 5.02(d).     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
                  ---------------------------------------------------------
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
                  --------------------------------------------

     On February 1, 2005, the Company  announced that it appointed Joseph Damico
as a director of the  Company.  Mr.  Damico  fills the vacancy on the  Company's
Board of Directors which results from the retirement of Philip Hummer.

     Mr.  Damico  will serve on the Risk  Management  Committee  of the Board of
Directors.  There are no arrangements or  understandings  between Mr. Damico and
any other persons pursuant to which Mr. Damico was selected as a director. There
are no related party transactions between the Company and Mr. Damico.

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                                    SIGNATURE


     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.


                                       WINTRUST FINANCIAL CORPORATION
                                       (Registrant)

                                       By:  /s/ David A. Dykstra
                                            ------------------------------------
                                            David A. Dykstra
                                            Senior Executive Vice President and
                                              Chief Operating Officer

Date: February 3, 2005

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