Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KENT S BELASCO
   2. Issuer Name and Ticker or Trading Symbol
FIRST MIDWEST BANCORP INC [FMBI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Information Officer
(Last)
(First)
(Middle)
300 PARK BOULEVARD, SUITE 405		 3. Date of Earliest Transaction (Month/Day/Year)
10/28/2004
(Street)

ITASCA, IL 60143		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/28/2004   M   920 A $ 34.385 2,560 D  
Common Stock 10/28/2004   M   720 A $ 34.385 3,280 D  
Common Stock 10/28/2004   S   920 D $ 35.25 2,360 D  
Common Stock 10/28/2004   S   720 D $ 35.25 1,640 D  
Common Stock 10/29/2004   M(1)   1,488 A $ 12.16 18,292 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 10/29/2004   F(1)   516 D $ 0 17,776 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 10/29/2004   M(2)   2,309 A $ 17.1 20,085 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 10/29/2004   F(2)   1,124 D $ 0 18,961 (3) I By NQ Stock Option Gain Deferral Plan Tr
Common Stock               3,620 (4) (5) I By Profit Sharing Plan Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) $ 34.385 10/28/2004   M     720 10/02/2004 02/15/2005 Common Stock 720 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 34.385 10/28/2004   M     920 10/02/2004 02/21/2006 Common Stock 920 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 12.16 10/29/2004   M(1)     1,488   (6) 02/21/2006 Common Stock 1,488 $ 12.16 0 D  
Non-Qualified Stock Option (right to buy) $ 35.13 10/29/2004   A(7)   516   04/29/2005 02/21/2006 Common Stock 516 $ 0 516 D  
Non-Qualified Stock Option (right to buy) $ 17.1 10/29/2004   M(2)     2,309   (8) 02/19/2007 Common Stock 2,309 $ 17.1 724 D  
Non-Qualified Stock Option (right to buy) $ 35.13 10/29/2004   A(9)   1,124   04/29/2005 02/19/2007 Common Stock 1,124 $ 0 1,124 D  
Phantom Stock under NQ Retirement Plan $ 0 (10) 10/29/2004   A   6 (11)     (12)   (13) Common Stock 6 $ 34.989 986 (14) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KENT S BELASCO
300 PARK BOULEVARD, SUITE 405
ITASCA, IL 60143		       EVP, Chief Information Officer  

Signatures

 By: Andrea L. Stangl, Attorney-in-fact for   11/01/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The transaction represents the exercise of 1,488 stock options under the Omnibus Stock & Incentive Plan whereby 516 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 972 shares.
(2) The transaction represents the exercise of 2,309 stock options under the Omnibus Stock & Incentive Plan whereby 1,124 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 1,185 shares.
(3) Between May 4, 2004 and November 1, 2004 the reporting person acquired 209 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Gain Deferral Plan. The information in this report is based on a plan statement dated October 19, 2004.
(4) Between May 27, 2004 and November 1, 2004 the reporting person acquired 52 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated October 6, 2004.
(5) Between May 4, 2004 and November 1, 2004 the reporting person acquired 48 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated October 25, 2004.
(6) The stock option vests in two equal annual installments beginning on February 21, 1998.
(7) The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 10/29/04.
(8) The stock option vests in two equal annual installments beginning on February 19, 1999.
(9) The transaction represents a reload stock option granted under the Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on 10/29/04.
(10) Shares of phantom stock in the NQ Retirement Plan have a 1-for-1 conversion ratio.
(11) Between October 19, 2004 and November 1, 2004 the reporting person acquired 6 shares of First Midwest common stock under the First Midwest Bancorp, Inc Non-Qualified Retirement Plan. The information in this report is based on a plan statement dated October 29, 2004.
(12) Shares of phantom stock in the NQ Retirement Plan are exercisable immediately.
(13) Shares of phantom stock in the NQ Retirement Plan are payable in cash following the termination of the reporting person's employment with First Midwest Bancorp, Inc.
(14) Between July 28, 2004 and November 1, 2004 the reporting person acquired 6 shares of First Midwest common stock pursuant to the dividend reinvestment feature under the First Midwest Bancorp, Inc. Non-Qualified Retirement Plan. The information in this report is based on a plan statement dated October 19, 2004.

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