Sec Form 4 Filing - EDWARDS O RALPH @ FIRST MIDWEST BANCORP INC - 2004-12-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person EDWARDS O RALPH 2. Issuer Name and Ticker or Trading Symbol FIRST MIDWEST BANCORP INC [ FMBI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 300 PARK BOULEVARD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2004 (Street) ITASCA, IL60143 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/16/2004 M( 1 ) 1,005 A $ 18.4 1,005 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 M( 2 ) 998 A $ 18.55 2,003 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 M( 3 ) 2,011 A $ 18.875 4,014 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 M( 4 ) 1,594 A $ 20.1334 5,608 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 M( 5 ) 854 A $ 21.7 6,462 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 M( 6 ) 2,500 A $ 22.5 8,962 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 M( 7 ) 2,342 A $ 26.255 11,304 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 M( 8 ) 402 A $ 28.695 11,706 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 F( 1 ) 504 D $ 0 11,202 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 F( 2 ) 504 D $ 0 10,698 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 F( 3 ) 1,034 D $ 0 9,664 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 F( 4 ) 874 D $ 0 8,790 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 F( 5 ) 505 D $ 0 8,285 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 F( 6 ) 1,532 D $ 0 6,753 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 F( 7 ) 1,674 D $ 0 5,079 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/16/2004 F( 8 ) 314 D $ 0 4,765 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 6,983 ( 9 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 22.5 12/16/2004 M( 6 ) 2,500 02/21/2002 02/21/2011 Common Stock 2,500 $ 22.5 0 D Non-Qualified Stock Option (right to buy) $ 28.695 12/16/2004 M( 8 ) 402 02/20/2003 02/20/2012 Common Stock 402 $ 28.695 1,813 D Non-Qualified Stock Option (right to buy) $ 36.74 12/16/2004 A( 10 ) 314 06/16/2005 02/20/2012 Common Stock 314 $ 0 314 D Non-Qualified Stock Option (right to buy) $ 26.255 12/16/2004 M( 7 ) 2,342 02/19/2004 02/19/2013 Common Stock 2,342 $ 26.255 0 D Non-Qualified Stock Option (right to buy) $ 36.74 12/16/2004 A( 10 ) 1,674 06/16/2005 02/19/2013 Common Stock 1,674 $ 0 1,674 D Non-Qualified Stock Option (right to buy) $ 36.74 12/16/2004 A( 10 ) 1,532 06/16/2005 02/21/2011 Common Stock 1,532 $ 0 1,532 D Non-Qualified Stock Option (right to buy) $ 20.1334 12/16/2004 M( 4 ) 1,594 11/19/1998 11/19/2007 Common Stock 1,594 $ 20.1334 0 D Non-Qualified Stock Option (right to buy) $ 36.74 12/16/2004 A( 10 ) 874 06/16/2005 11/19/2007 Common Stock 874 $ 0 874 D Non-Qualified Stock Option (right to buy) $ 21.7 12/16/2004 M( 5 ) 854 02/18/1999 02/18/2008 Common Stock 854 $ 21.7 0 D Non-Qualified Stock Option (right to buy) $ 36.74 12/16/2004 A( 10 ) 505 06/16/2005 02/18/2008 Common Stock 505 $ 0 505 D Non-Qualified Stock Option (right to buy) $ 18.55 12/16/2004 M( 2 ) 998 02/17/2000 02/17/2009 Common Stock 998 $ 18.55 0 D Non-Qualified Stock Option (right to buy) $ 36.74 12/16/2004 A( 10 ) 504 06/16/2005 02/17/2009 Common Stock 504 $ 0 504 D Non-Qualified Stock Option (right to buy) $ 18.4 12/16/2004 M( 1 ) 1,005 02/16/2001 02/16/2010 Common Stock 1,005 $ 18.4 0 D Non-Qualified Stock Option (right to buy) $ 36.74 12/16/2004 A( 10 ) 504 06/16/2005 02/16/2010 Common Stock 504 $ 0 504 D Non-Qualified Stock Option (right to buy) $ 18.875 12/16/2004 M( 3 ) 2,011 05/17/2001 05/17/2010 Common Stock 2,011 $ 18.875 0 D Non-Qualified Stock Option (right to buy) $ 36.74 12/16/2004 A( 10 ) 1,034 06/16/2005 05/17/2010 Common Stock 1,034 $ 0 1,034 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EDWARDS O RALPH 300 PARK BOULEVARD, SUITE 400 ITASCA, IL60143 X Signatures By: Steven H. Shapiro, Attorney in-fact for 12/20/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction represents the exercise of 1,005 stock options under the Non-Employee Directors' Stock Option Plan whereby 504 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 501shares. ( 2 )The transaction represents the exercise of 998 stock options under the Non-Employee Directors' Stock Option Plan whereby 504 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 494 shares. ( 3 )The transaction represents the exercise of 2,011 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,034 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 977shares. ( 4 )The transaction represents the exercise of 1,594 stock options under the Non-Employee Directors' Stock Option Plan whereby 874 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 720 shares. ( 5 )The transaction represents the exercise of 854 stock options under the Non-Employee Directors' Stock Option Plan whereby 505 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 349 shares. ( 6 )The transaction represents the exercise of 2,500 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,532 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 968 shares. ( 7 )The transaction represents the exercise of 2,342 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,674 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 668 shares. ( 8 )The transaction represents the exercise of 402 stock options under the Non-Employee Directors' Stock Option Plan whereby 314 previously acquired shares were tendered as payment of the exercise price with the resulting value realized being deferred into the Nonqualified Gain Deferral Plan in the form of 88 shares. ( 9 )Between February 25, 2004 and December 17, 2004 the reporting person acquired 61 shares of First Midwest common stock under the First Midwest Bancorp, Inc. Dividend Reinvestment Plan. The information in this report is based on a plan statement dated October 19, 2004. ( 10 )The transaction represents a reload stock option granted under the Non-Employee Directors' Stock Option Plan to replace the number of shares tendered in the option exercised on 12/16/04.

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