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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1. Name and Address of Reporting Person * BRUNNER VERNON A   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 (Month/Day/Year) 12/10/2004 (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 12/10/2004   M(1)   1,005 A $ 18.4 1,005 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/10/2004   M(2)   998 A $ 18.55 2,003 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/10/2004   M(3)   2,011 A $ 18.875 4,014 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/10/2004   M(4)   1,325 A $ 20.1334 5,339 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/10/2004   F(1)   512 D $ 0 4,827 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/10/2004   F(2)   512 D $ 0 4,315 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/10/2004   F(3)   1,050 D $ 0 3,265 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/10/2004   F(4)   738 D $ 0 2,527 I By NQ Stock Option Gain Deferral Plan Tr Common Stock               2,813 I By 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)

$ 20.1334

12/10/2004

M(4)

1,325

11/19/1998

11/19/2007

Common Stock

1,325

$ 20.1334

269

D

Non-Qualified Stock Option (right to buy)

$ 36.165

12/10/2004

A(5)

738

06/10/2005

11/19/2007

Common Stock

738

$ 0

738

D

Non-Qualified Stock Option (right to buy)

$ 18.55

12/10/2004

M(2)

998

02/17/2000

02/17/2009

Common Stock

998

$ 18.55

0

D

Non-Qualified Stock Option (right to buy)

$ 36.165

12/10/2004

A(5)

512

06/10/2005

02/17/2009

Common Stock

512

$ 0

512

D

Non-Qualified Stock Option (right to buy)

$ 18.4

12/10/2004

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)

$ 36.165

12/10/2004

A(5)

512

06/10/2005

02/16/2010

Common Stock

512

$ 0

512

D

Non-Qualified Stock Option (right to buy)

$ 18.875

12/10/2004

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)

$ 36.165

12/10/2004

A(5)

1,050

06/10/2005

05/17/2010

Common Stock

1,050

$ 0

1,050

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BRUNNER VERNON A 300 PARK BOULEVARD, SUITE 400 ITASCA, IL 60143	X

Signatures

By: Andrea L. Stangl, Attorney-in-fact for		12/14/2004
**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 1,005 stock options under the Non-Employee Directors' Stock Option Plan whereby 512 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 493 shares.
(2)	The transaction represents the exercise of 998 stock options under the Non-Employee Directors' Stock Option Plan whereby 512 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 486 shares.
(3)	The transaction represents the exercise of 2,011 stock options under the Non-Employee Directors' Stock Option Plan whereby 1,050 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 961 shares.
(4)	The transaction represents the exercise of 1,325 stock options under the Non-Employee Directors' Stock Option Plan whereby 738 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 587 shares.
(5)	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 12/10/04.

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