Item 8.01 Other Events.

On September 11, 2009, First Midwest Bancorp, Inc. ("First Midwest") announced that it was amending its previously announced offer to exchange shares of First Midwest common stock for the Company's 5.85% Subordinated Notes due 2016. The amendment increases the maximum number of shares of First Midwest common stock that may be issued in the exchange from 3.5 million shares to 4.5 million shares. All other terms of the exchange remain unchanged. The press release related to this amendment is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed as part of this Current Report on Form 8-K.

99.1 Press Release dated September 11, 2009.

­NY12525:447698.1

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