EXHIBIT 99.4

                                                                __________, 1998

To The Stockholders of First Midwest Bancorp, Inc.:

     You are cordially invited to attend the Annual Meeting of Stockholders of
First Midwest Bancorp, Inc. (the "Meeting") to be held on the ____ day of
____________, 1998, at ______ p.m., local time, at
__________________________________.

     At the Meeting, Stockholders will be asked to consider and vote upon the
issuance of shares of First Midwest Common Stock (the "Issuance") pursuant to
the Agreement and Plan of Merger, dated January 14, 1998 (the "Merger
Agreement"), entered into by and between First Midwest Bancorp, Inc. ("First
Midwest"), and First Midwest Acquisition Corporation, an Illinois corporation
and a wholly owned subsidiary of First Midwest ("Acquisition Corp"), and
Heritage Financial Services, Inc., an Illinois corporation ("Heritage").  The
Merger will not be consummated unless the Stockholders of First Midwest also
approve at the Meeting an amendment to the Restated Certificate of Incorporation
of First Midwest increasing the number of authorized shares of First Midwest
Common Stock to 60,000,000 (the "Charter Amendment").  At the Meeting, you will
also be asked to elect C.D. Oberwortmann, John M. O'Meara and J. Stephen
Vanderwoude to serve as directors.

     Pursuant to the Merger Agreement, Heritage will merge with and into
Acquisition Corp and the separate existence of Heritage will cease (the
"Merger").  If the Issuance and the Charter Amendment are approved by the
Stockholders of First Midwest, and the Merger becomes effective, each
outstanding share of Common Stock of Heritage (except for shares held by
dissenting Heritage Shareholders) will be converted into 0.7695 of a share of
First Midwest Common Stock.  The consummation of the Merger is subject to the
satisfaction of certain conditions notwithstanding the approval of the Issuance
and the Charter Amendment by the Stockholders of First Midwest at the Meeting.

     The Merger is important to First Midwest and its Stockholders.  By
acquiring Heritage, First Midwest will significantly expand its operations in
southern and southwest Cook County, Illinois, and in Will County, Illinois.
Heritage is an Illinois-based bank holding company comprised of a commercial
bank and two affiliates that offer trust, investment advisory, and insurance,
and related services in the same markets served by Heritage's commercial bank.
Heritage operates seventeen offices in southern and southwest Cook County and in
Will and DuPage Counties, Illinois.

     AFTER CAREFULLY CONSIDERING THE MERGER, THE MERGER AGREEMENT AND THE
BENEFITS WHICH WILL RESULT TO THE STOCKHOLDERS OF FIRST MIDWEST, THE BOARD OF
DIRECTORS OF FIRST MIDWEST HAS DETERMINED THAT THE MERGER IS IN THE BEST
INTERESTS OF THE STOCKHOLDERS AND URGES THAT YOU VOTE IN FAVOR OF THE ISSUANCE
AND THE CHARTER AMENDMENT.

     Your vote is important. Approval of the proposed Issuance requires the
affirmative vote of the holders of a majority of the shares of First Midwest
Common Stock represented at the Meeting and entitled to vote thereon, and
approval of the Charter Amendment requires the affirmative vote of the holders
of a majority of the issued and outstanding shares of First Midwest Common
Stock.  The election of directors requires the vote of the holders of a
plurality of the shares of First Midwest Common Stock represented at the Meeting
and entitled to vote thereon.

     Whether you expect to attend the meeting in person, please sign and date
the accompanying Proxy and mail it promptly in the enclosed envelope.

                              Sincerely,



                              Robert P. O'Meara
                              President and Chief Executive Officer