FIRST MIDWEST BANCORP INC
8-K, 1997-10-02
NATIONAL COMMERCIAL BANKS
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                                  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) October 2, 1997


                           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, Illinois60143


                    (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)



                           Exhibit Index is on Page 5


                           FIRST MIDWEST BANCORP, INC.

                                    FORM 8-K

                                 OCTOBER 2, 1997

Item 5. Other Events

On  October 1, 1997, First  Midwest Bancorp, Inc.  ("First Midwest") consummated
the acquisition of  SparBank, Incorporated ("SparBank"), the Holding  Company of
McHenry  State Bank of McHenry, Illinois.   The transaction was structured as an
exchange of common stock and was  accounted for on a pooling-of-interests basis.
The exchange resulted in SparBank shareholders receiving 21.7234 shares of First
Midwest common stock for  each share of SparBank common stock owned  for a total
of 3,230,769 shares of First Midwest common stock.

Item 7. Financial Statements and Exhibits

(a) and (b)   Not Applicable


(c)             Exhibit Index is located on Page 5 of this Report on Form 8-K.



                           FIRST MIDWEST BANCORP, INC.

                                    FORM 8-K

                                 OCTOBER 2, 1997



The following Items are not applicable for this Form 8-K:

   Item 1.Changes in Control of Registrant

   Item 2.Acquisition or Disposition of Assets

   Item 3.Bankruptcy or Receivership

   Item 4.Changes in Registrant's Certifying Accountant

   Item 6.Resignations of Registrant's Directors





                           FIRST MIDWEST BANCORP, INC.

                                    FORM 8-K

                                 OCTOBER 2, 1997

                                   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:      October 2, 1997                       
                                             DONALD J. SWISTOWICZ
                                       Donald J. Swistowicz
                                     Executive Vice President




                           FIRST MIDWEST BANCORP, INC.

                                    FORM 8-K

                                 OCTOBER 2, 1997

                                  EXHIBIT INDEX





                                               Page
       Exhibit                                Number     


Exhibit 99     Press release issued by First Midwest Bancorp, Inc. 6
         dated October 2, 1997.





                                                                 Exhibit 99

                                                  CONTACT:  J a m e s
                                                  M.Roolf
          FOR IMMEDIATE RELEASE                             (630) 875-7452 
                                                  TRADED:   NASDAQ/NMS
                                                  SYMBOL:   FMBI


                           FIRST MIDWEST BANCORP COMPLETES 
                          ACQUISITION OF MCHENRY STATE BANK 


          ITASCA,  IL.,   OCTOBER  2,   1997  --  FIRST   MIDWEST  BANCORP,
          INC.(NASDAQ:  FMBI) today  announced  that it  has completed  the
          previously  reported acquisition  of SparBank,  Incorporated, the
          holding company  of the $450  million McHenry State  Bank ("MSB")
          located in McHenry, Illinois.  

          This  acquisition is strategically  important as it significantly
          strengthens First Midwest's presence  in its primary focus market
          of  suburban  Chicago, one  of  the  fastest  growing  and  least
          consolidated banking markets in the country.  More precisely, the
          acquisition  of  McHenry County's  largest  bank increases  First
          Midwest's suburban  Chicago presence by some 20%  to $2.8 billion
          in   assets  and  38  offices.    MSB  is  a  superior  performer
          historically  earning in the range  of 1.30% to  1.50% of average
          earning assets.  

          Structured  as  an  exchange of  stock  and  accounted  for as  a
          pooling-of-interests, the acquisition  is expected to  be neutral
          to First Midwest's 1997  earnings and 2-3% accretive to  its 1998
          earnings.  MSB will be merged into First Midwest Bank during late
          first  quarter  1998  with  projected  cost  savings  and  income
          enhancements being realized over the balance of the year.  A pre-
          tax charge  in the  range of $6.5-$7.0  million will be  taken in
          fourth quarter 1997 and communicated when fourth quarter earnings
          are released in mid-January 1998. 

          At $3.7 billion, First Midwest Bancorp is Illinois' third largest
          publicly traded bank holding company and is engaged in commercial
          banking,   trust,   investment   management,  mortgage   services
          primarily in northern Illinois and eastern Iowa.
                                        # # #





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