EXHIBIT 99.5

                          FIRST MIDWEST BANCORP, INC.
                              300 PARK BOULEVARD
                                   SUITE 405
                          ITASCA, ILLINOIS 60143-0459

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

     NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of First
Midwest Bancorp, Inc. (the "Meeting") will be held at _________________________,
on ______________, 1998, at ______ p.m., local time, for the following purposes:

     1.   To consider and vote upon the issuance of shares of Common Stock of
          First Midwest Bancorp, Inc. ("First Midwest") pursuant to the
          Agreement and Plan of Merger, dated January 14, 1998, by and between
          Heritage Financial Services, Inc. ("Heritage") and 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;

     2.   To consider and vote upon an amendment to the Restated Certificate of
          Incorporation of First Midwest increasing the number of authorized
          shares of Common Stock from 30,000,000 to 60,000,000;

     3.   To elect C.D. Oberwortmann, John M. O'Meara and J. Stephen Vanderwoude
          to serve as directors; and

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

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

                              By Order of The Board of Directors,


                              James R. Roolf
                              Senior Vice President and Corporate Secretary

THE BOARD OF DIRECTORS OF FIRST MIDWEST BANCORP, INC. RECOMMENDS THAT YOU VOTE
FOR THE ABOVE PROPOSALS.