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 17, 2002


                         WINTRUST FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                         Commission File Number 0-21923




          Illinois                                         36-3873352
- ----------------------------                ------------------------------------
(State or other Jurisdiction                (I.R.S. Employer Identification No.)
    of Incorporation)


                               727 North Bank Lane
                           Lake Forest, Illinois 60045
             -------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (847) 615-4096
      ---------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


ITEM 5.  OTHER EVENTS.

In  February  2002,   Wintrust  Financial   Corporation  issued  its  letter  to
shareholders  related to the fourth quarter 2001, which is attached hereto as an
Exhibit. On January 17, 2002, Wintrust Financial  Corporation announced earnings
for the fourth  quarter of 2001.  The Company's  press  release  related to this
announcement is attached as part of the aforementioned letter to shareholders.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibit

Exhibit  99.1 - Letter to  Shareholders  including  the earnings  release  dated
January 17, 2002.



                                   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.


                         WINTRUST FINANCIAL CORPORATION
                                  (Registrant)


Date:  February 8, 2002        /s/ David A. Dykstra
                               --------------------
                               Senior Executive Vice President
                               Chief Operating Officer & Chief Financial Officer