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 *
SCHWARTZ THOMAS J
   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 Group Pres. Cmm'l Bnk, FMB
(Last)
(First)
(Middle)
300 PARK BOULEVARD, SUITE 405		 3. Date of Earliest Transaction (Month/Day/Year)
11/04/2004
(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 11/04/2004   M(1)   3,459 A $ 10.7734 52,733 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   M(2)   3,233 A $ 12.16 55,966 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   M(3)   2,420 A $ 17.1 58,386 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   M(4)   6,455 A $ 18.4 64,841 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   M(5)   2,785 A $ 18.55 67,626 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   M(6)   2,289 A $ 21.7 69,915 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   M(7)   1,606 A $ 21.8334 71,521 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   M(8)   6,231 A $ 22.5 77,752 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   M(9)   7,652 A $ 28.695 85,404 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(1)   1,042 D $ 0 84,362 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(2)   1,099 D $ 0 83,263 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(3)   1,157 D $ 0 82,106 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(4)   3,320 D $ 0 78,786 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(5)   1,445 D $ 0 77,341 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(6)   1,389 D $ 0 75,952 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(7)   981 D $ 0 74,971 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(8)   3,919 D $ 0 71,052 I By NQ Stock Option Gain Deferral Plan Tr
Common Stock 11/04/2004   F(9)   6,138 D $ 0 64,914 (10) I By NQ Stock Option Gain Deferral Plan Tr
Common Stock               31,235 (11) D  
Common Stock               517 (12) I By Immediate Family
Common Stock               836 (13) I By Profit Sharing Plan Trust

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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) $ 35.775 11/04/2004   A(15)   6,138   05/04/2005 02/20/2012 Common Stock 6,138 $ 0 6,138 D  
Non-Qualified Stock Option (right to buy) $ 10.7734 11/04/2004   M(1)     3,459   (14) 02/15/2005 Common Stock 3,459 $ 10.7734 0 D  
Non-Qualified Stock Option (right to buy) $ 35.775 11/04/2004   A(15)   1,042   01/15/2005 02/15/2005 Common Stock 1,042 $ 0 1,042 D  
Non-Qualified Stock Option (right to buy) $ 12.16 11/04/2004   M(2)     3,233   (16) 02/21/2006 Common Stock 3,233 $ 12.16 0 D  
Non-Qualified Stock Option (right to buy) $ 35.775 11/04/2004   A(15)   1,099   05/04/2005 02/21/2006 Common Stock 1,099 $ 0 1,099 D  
Non-Qualified Stock Option (right to buy) $ 17.1 11/04/2004   M(3)     2,420   (17) 02/19/2007 Common Stock 2,420 $ 17.1 0 D  
Non-Qualified Stock Option (right to buy) $ 35.75 11/04/2004   A(15)   1,157   05/04/2005 02/19/2007 Common Stock 1,157 $ 0 1,157 D  
Non-Qualified Stock Option (right to buy) $ 21.7 11/04/2004   M(6)     2,289   (18) 02/18/2008 Common Stock 2,289 $ 21.7 0 D  
Non-Qualified Stock Option (right to buy) $ 35.775 11/04/2004   A(15)   1,389   05/04/2005 02/18/2008 Common Stock 1,389 $ 0 1,389 D  
Non-Qualified Stock Option (right to buy) $ 18.55 11/04/2004   M(5)     2,785   (19) 02/17/2009 Common Stock 2,785 $ 18.55 0 D  
Non-Qualified Stock Option (right to buy) $ 35.775 11/04/2004   A(15)   1,445   05/04/2005 02/17/2009 Common Stock 1,445 $ 0 1,445 D  
Non-Qualified Stock Option (right to buy) $ 21.8334 11/04/2004   M(7)     1,606   (20) 08/18/2009 Common Stock 1,606 $ 21.8334 0 D  
Non-Qualified Stock Option (right to buy) $ 35.775 11/04/2004   A(15)   981   05/04/2005 08/18/2009 Common Stock 981 $ 0 981 D  
Non-Qualified Stock Option (right to buy) $ 18.4 11/04/2004   M(4)     6,455   (21) 02/16/2010 Common Stock 6,455 $ 18.4 0 D  
Non-Qualified Stock Option (right to buy) $ 35.775 11/04/2004   A(15)   3,320   05/04/2005 02/16/2010 Common Stock 3,320 $ 0 3,320 D  
Non-Qualified Stock Option (right to buy) $ 22.5 11/04/2004   M(8)     6,231   (22) 02/21/2011 Common Stock 6,231 $ 22.5 0 D  
Non-Qualified Stock Option (right to buy) $ 35.775 11/04/2004   A(15)   3,919   05/04/2005 02/21/2011 Common Stock 3,919 $ 0 3,919 D  
Non-Qualified Stock Option (right to buy) $ 28.695 11/04/2004   M(9)     7,652   (23) 02/20/2012 Common Stock 7,652 $ 28.695 7,652 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCHWARTZ THOMAS J
300 PARK BOULEVARD, SUITE 405
ITASCA, IL 60143		       EVP Group Pres. Cmm'l Bnk, FMB  

Signatures

 By: Andrea L. Stangl, Attorney-in-fact for   11/08/2004
**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 3,459 stock options under the Omnibus Stock & Incentive Plan whereby 1,042 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 2,417 shares.
(2) The transaction represents the exercise of 3,233 stock options under the Omnibus Stock & Incentive Plan whereby 1,099 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 2,134 shares.
(3) The transaction represents the exercise of 2,420 stock options under the Omnibus Stock & Incentive Plan whereby 1,157 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 1,263 shares.
(4) The transaction represents the exercise of 6,455 stock options under the Omnibus Stock & Incentive Plan whereby 3,320 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 3,135 shares.
(5) The transaction represents the exercise of 2,785 stock options under the Omnibus Stock & Incentive Plan whereby 1,445 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 1,340 shares.
(6) The transaction represents the exercise of 2,289 stock options under the Omnibus Stock & Incentive Plan whereby 1,389 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 900 shares.
(7) The transaction represents the exercise of 1,606 stock options under the Omnibus Stock & Incentive Plan whereby 981 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 625 shares.
(8) The transaction represents the exercise of 6,231 stock options under the Omnibus Stock & Incentive Plan whereby 3,919 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 2,312 shares.
(9) The transaction represents the exercise of 7,652 stock options under the Omnibus Stock & Incentive Plan whereby 6,138 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 1,514 shares.
(10) Between May 27, 2004 and November 8, 2004 the reporting person acquired 615 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.
(11) Between May 27, 2004 and November 8, 2004 the reporting person acquired 234 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.
(12) Between May 27, 2004 and November 8, 2004 the reporting person acquired 8 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.
(13) Between May 27, 2004 and November 8, 2004 the reporting person acquired 11 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.
(14) The stock option vests in two equal annual installments beginning on February 15, 1997.
(15) 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 11/4/04.
(16) The stock option vests in two equal annual installments beginning on February 21, 1998.
(17) The stock option vests in two equal annual installments beginning on February 19, 1999.
(18) The stock option vests in two equal annual installments beginning on February 18, 2000.
(19) The stock option vests in two equal annual installments beginning on February 17, 2001.
(20) The stock option vests in two equal annual installments beginning on August 18, 2001.
(21) The stock option vests in two equal annual installments beginning on February 16, 2002.
(22) The stock option vests in two equal annual installments beginning on February 21, 2003.
(23) The stock option vests in two equal annual installments beginning on February 20, 2004.

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