Exhibit 4



                         (FRONT OF STOCK CERTIFICATE)


CU Number                                             No. of Shares
Incorporated under the Laws of the                    State of Delaware

                          FIRST MIDWEST BANCORP, INC.

THIS CERTIFIES THAT      (CU Number)             CUSIP No. (insert no.)

                          First Midwest Bancorp, Inc.

is the owner of (no. of shares) full paid and nonassessable shares, no par
value, of the common stock of FIRST MIDWEST BANCORP, INC., transferrable on the
books of the corporation in person or by duly authorized attorney upon surrender
of this certificate properly endorsed.  This certificate is not valid until
countersigned by the Transfer Agent.

Witness the seal of the corporation (corporate seal here) and the signatures
of its duly authorized officers.

Dated: (date)

Signed by:  ALAN R. MILASIUS                  C. D. OBERWORTMANN
            Corporate Secretary               Chairman of the Board

 
                                                                     Exhibit 4

                          (BACK OF STOCK CERTIFICATE)


                          FIRST MIDWEST BANCORP, INC.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS,
THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE
QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.
Until the Separation Time (as defined in the Rights Agreement referred to
below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement, dated as of February 15, 1989
(the "Rights Agreement"), between First Midwest Bancorp, Inc. (the "Company")
and the First National Bank of Chicago, as Rights Agent, the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal executive offices of the Company.  Under certain circumstances, as set
forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for
shares of Common Stock, may expire, may become void (if, in certain cases, they
are "Beneficially Owned" by an "Acquiring Person" or an Affiliate or Associate
thereof, as such terms are defined in the Rights Agreement, or certain
transferees thereof) or may be evidenced by separate certificates and may no
longer be evidenced by this certificate.  The Company will mail or arrange for
the mailing of a copy of the Rights Agreement to the holder of this certificate
without charge within five days after receipt of a written request therefor.

The following abbreviations, when used in the inscription of the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT   -   Custodian  -
                                     Under Uniform Gifts to Minors Act
                                     (insert State)

TEN ENT - as tenants by the entireties

JT TEN  - as joint tenants with right of
          survivorship and not as tenants
          in common
    Additional abbreviations may also be used though not in the above list.

For value received, (insert name) hereby sell, assign, and transfer unto
(identify assignee, with social security no., name and address, including postal
zip) Shares of the Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint  (insert name)  Attorney to transfer
the said stock on the books of the within-named Corporation with full power of
substitution in the premises.

Dated: (insert date)

Signed by:  (Assignor)