FIRST MIDWEST BANCORP INC
8-K/A, 1996-08-30
NATIONAL COMMERCIAL BANKS
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                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 8-K/A

                                CURRENT REPORT


    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) August 21, 1996


                          First Midwest Bancorp, Inc.
                                                                              
                                                
            (Exact name of registrant as specified in its charter)


            Delaware                  0-10967                  36-3161078
                                                                              
  (State or other jurisdiction     (Commission               (IRS Employer
        of incorporation)          File Number)           Identification No.)


300 Park Boulevard, Suite 405, Itasca, Illinois                        60143
                                                                              
   (Address of principal executive offices)                        (Zip Code)


                                (630) 875-7450
                                                                              
                                                
              Registrant's telephone number, including area code


                                     N.A.
                                                                              
                                                
            (Former name and address, if changed since last report)






                  FIRST MIDWEST BANCORP, INC. (the "Company")

                                  FORM 8-K/A

                                August 21, 1996



ITEM 4.  Changes In Registrant's Certifying Accountant

    a)  On  August 21,  1996 upon  the unanimous  recommendation of  the Audit
Committee, the Board of Directors  of First Midwest Bancorp, Inc.  engaged the
accounting  firm of Ernst & Young LLP  as its Certified Public Accountants for
1996, replacing KPMG Peat Marwick LLP. 


    b)  During the Registrant's two most recent fiscal years, and any  interim
period subsequent  to December 31, 1995  through August 21, 1996  (the date of
dismissal), there have been no disagreements with KPMG Peat Marwick LLP on any
matter of accounting principles  or practices, financial statement disclosure,
auditing scope or procedure, or any reportable events.

    c)  KPMG  Peat   Marwick  LLP's  report   on  the  Registrant's  financial
statements for the past two  years contained no adverse opinion  or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.

    d)  The Registrant  has requested  that KPMG Peat Marwick  LLP furnish  it
with  a letter  addressed to  the Securities  and Exchange  Commission stating
whether  or not  it agrees  with the above  statements.   A copy  of KPMG Peat
Marwick LLP's  letter dated  August 30,  1996 to  the Securities  and Exchange
Commission is filed as Exhibit 16, hereto.

ITEM 7.  Financial Statements and Exhibits

    c)  Exhibits
                   
        (16)Letter  from the independent Certified  Public Accountant pursuant
to Item 4 (d).


                          FIRST MIDWEST BANCORP, INC.

                                  FORM 8-K/A

                                August 21, 1996

                                  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.



                                             First Midwest Bancorp, Inc.
                                                     (Registrant)





Date:        August 30, 1996                 /s/ DONALD J. SWISTOWICZ
                                                 Donald J. Swistowicz
                                               Executive Vice President

                                     Signing on behalf of the Registrant as
                                   Principal Financial and Accounting Officer.





                                                                    EXHIBIT 16










                                                               August 30, 1996


Securities and Exchange Commission
Washington, D.C. 10549



Ladies and Gentlemen:

We  were previously principal accountants for First Midwest Bancorp, Inc. and,
under the date of January 19,  1996, we reported on the consolidated financial
statements of First Midwest Bancorp,  Inc. and subsidiaries as of and  for the
years ended December 31, 1995 and  1994.  On August 21, 1996, our  appointment
as principal accountants was terminated.  We have read First Midwest Bancorp's
statements included under Item 4 of its Form 8-K/A dated August 21, 1996,  and
we agree with  such statements, except that we are not  in a position to agree
or  disagree with First Midwest's  statements that the  change was unanimously
recommended by the Audit Committee.

                                    Very truly yours,



                                    /s/ KPMG Peat Marwick LLP
Chicago, Illinois





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