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 * DIETRICH MARK M   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, First Midwest Bank (Last) (First) (Middle) 300 PARK BOULEVARD, SUITE 400 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2004 (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 12/17/2004   M(1)   1,027 A $ 22.725 7,766 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/17/2004   M(2)   1,188 A $ 34.93 8,954 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/17/2004   F(1)   642 D $ 0 8,312 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 12/17/2004   F(2)   1,142 D $ 0 7,170 (3) I By NQ Stock Option Gain Deferral Plan Tr Common Stock               1,875 D   Common Stock               11,766 (4) (5) 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)

$ 22.725

12/17/2004

M(1)

1,027

07/04/2001

02/15/2005

Common Stock

1,027

$ 22.725

0

D

Non-Qualified Stock Option (right to buy)

$ 34.93

12/17/2004

M(2)

1,188

12/17/2004

02/15/2005

Common Stock

1,188

$ 34.93

0

D

Non-Qualified Stock Option (right to buy)

$ 36.365

12/17/2004

A(6)

642

01/15/2005

02/15/2005

Common Stock

642

$ 0

642

D

Non-Qualified Stock Option (right to buy)

$ 36.365

12/17/2004

A(6)

1,142

01/15/2005

02/15/2005

Common Stock

1,142

$ 0

1,142

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DIETRICH MARK M 300 PARK BOULEVARD, SUITE 400 ITASCA, IL 60143			EVP, First Midwest Bank

Signatures

By: Steven H. Shapiro, Attorney in-fact for		12/20/2004
**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 1,027 stock options under the Omnibus Stock & Incentive Plan whereby 642 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 385 shares.
(2)	The transaction represents the exercise of 1,188 stock options under the Omnibus Stock & Incentive Plan whereby 1,142 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 46 shares.
(3)	Between May 21, 2004 to December 17, 2004 the reporting person acquired 84 shares of the 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 25, 2004.
(4)	Between June 22, 2004 and December 17, 2004 the reporting person acquired 26 shares of First Midwest Bancorp, Inc. common stock under the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan. The information in this report is based on a plan statement dated December 1, 2004.
(5)	Between May 21, 2004 and December 17, 2004 the reporting person acquired 235 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.
(6)	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 12/17/04.

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