UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported): April 19, 2002


                         WINTRUST FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                         Commission File Number 0-21923



                Illinois                                    36-3873352
----------------------------------------------     -----------------------------
(State or other Jurisdiction of Incorporation)              (I.R.S. Employer
                                                            Identification No.)



                               727 North Bank Lane
                           Lake Forest, Illinois 60045
             -------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (847) 615-4096
      ---------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)





ITEM 5.  OTHER EVENTS.

In May 2002,  Wintrust  Financial  Corporation issued its letter to shareholders
related to the first quarter 2002,  which is attached  hereto as an Exhibit.  On
April 19, 2002, Wintrust Financial  Corporation announced earnings for the first
quarter of 2002. The Company's  press release  related to this  announcement  is
attached as part of the aforementioned letter to shareholders.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibit

Exhibit 99.1 - Letter to Shareholders including the earnings release dated April
19, 2002.


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                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                         WINTRUST FINANCIAL CORPORATION
                                  (Registrant)



Date:  May 3, 2002                         /s/ David A. Dykstra
                                           --------------------
                                                 Senior Executive Vice President
                                                 & Chief Financial Officer

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