EXHIBIT 99.2

                       HERITAGE FINANCIAL SERVICES, INC.
                          17500 SOUTH OAK PARK AVENUE
                          TINLEY PARK, ILLINOIS 60477

                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

     NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders of
Heritage Financial Services, Inc. (the "Meeting") will be held at
__________________________________, on ______________, 1998, at ______ p.m.,
local time, for the following purposes:

     1.   To consider and vote upon a proposal to approve and adopt an Agreement
          and Plan of Merger, dated January 14, 1998, by and between Heritage
          Financial Services, Inc. ("Heritage") and First Midwest Bancorp, Inc.
          ("First Midwest") and First Midwest Acquisition Corporation
          ("Acquisition Corp"), which provides for the merger of Heritage with
          and into Acquisition Corp (the "Merger") and the conversion, upon the
          consummation of the Merger, of each outstanding Heritage Common Share
          (except for shares held by dissenting Heritage Shareholders) into
          0.7695 of a share of First Midwest Common Stock; and

     2.   To transact such other business as may properly come before the
          Meeting or any adjournments or postponements thereof.

     The Board of Directors of Heritage has fixed the close of business on
__________, 1998, as the record date for the determination of Heritage
Shareholders entitled to notice of, and to vote at, the Meeting and any
adjournments or postponements thereof.  Only Shareholders of record at the close
of business on the record date will be entitled to receive notice of, and to
vote at, the Meeting and any adjournments or postponements thereof.

     Each Heritage Shareholder has the right to dissent and receive the fair
value of the Shareholder's shares if the Shareholder delivers to Heritage before
the vote is taken at the Special Meeting a written demand for payment for the
shares, does not vote in favor of the Merger and complies with the procedures
set forth in Sections 11.65 and 11.70 of the Illinois Business Corporation Act
of 1983, as amended, which are set forth in Appendix D to the Joint Proxy
Statement/Prospectus.  IT IS A CONDITION TO FIRST MIDWEST'S OBLIGATION TO
CONSUMMATE THE MERGER THAT DISSENTERS' APPRAISAL RIGHTS NOT BE PERFECTED WITH
RESPECT TO MORE THAN 5% OF THE OUTSTANDING HERITAGE COMMON SHARES.

                              By Order of The Board of Directors,

                              Ronald P. Groebe
                              Secretary
_____________, 1998
Tinley Park, Illinois

THE BOARD OF DIRECTORS OF HERITAGE FINANCIAL SERVICES, INC. RECOMMENDS THAT YOU
VOTE FOR THE ABOVE PROPOSAL.
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