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 * KENT S BELASCO   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, Chief Information Officer (Last) (First) (Middle) ONE PIERCE PLACE, SUITE 1500 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2007 (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 05/23/2007   M(1)   2,539 A $ 18.55 25,785 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 05/23/2007   M(2)   641 A $ 21.8334 26,426 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 05/23/2007   F(1)   1,264 D $ 0 25,162 I By NQ Stock Option Gain Deferral Plan Tr Common Stock 05/23/2007   F(2)   376 D $ 0 24,786 I By NQ Stock Option Gain Deferral Plan Tr Common Stock               4,434 D   Common Stock               4,515 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)

$ 18.55

05/23/2007

M(1)

2,539

(3)

02/17/2009

Common Stock

2,539

$ 0

0

D

Non-Qualified Stock Option (right to buy)

$ 37.27

05/23/2007

A(4)

1,264

11/23/2007

02/17/2009

Common Stock

1,264

$ 0

1,264

D

Non-Qualified Stock Option (right to buy)

$ 21.8334

05/23/2007

M(2)

641

(5)

08/18/2009

Common Stock

641

$ 0

2,764

D

Non-Qualified Stock Option (right to buy)

$ 37.27

05/23/2007

A(4)

376

11/23/2007

08/18/2009

Common Stock

376

$ 0

376

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KENT S BELASCO ONE PIERCE PLACE, SUITE 1500 ITASCA, IL 60143			EVP, Chief Information Officer

Signatures

By: Andrea L. Stangl, Attorney-in-fact		05/25/2007
**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 2,539 stock options under the Issuer's Omnibus Stock & Incentive Plan, whereby 1,264 shares of the Issuer's Common Stock beneficially owned by the Reporting Person 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 1,275 shares of the Issuer's Common Stock.
(2)	The transaction represents the exercise of 641 stock options under the Issuer's Omnibus Stock & Incentive Plan, whereby 376 shares of the Issuer's Common Stock beneficially owned by the Reporting Person 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 265 shares of the Issuer's Common Stock.
(3)	The stock option vests in two equal annual installments beginning on February 17, 2001.
(4)	The transaction represents a reload stock option granted under the Issuer's Omnibus Stock & Incentive Plan to replace the number of shares tendered in the option exercised on May 23, 2007.
(5)	The stock option vests in two equal annual installments beginning on August 18, 2001.

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