As filed with the Securities and Exchange Commission on October 1, 1999
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                              PRIVATEBANCORP, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     36-3681151
  (State or Other Jurisdiction)             (I.R.S. Employer Identification No.)
of Incorporation or Organization)
                            TEN NORTH DEARBORN STREET
                             CHICAGO, ILLINOIS 60602
                            Ten North Dearborn Street
    (Address, including zip code of registrant's principal executive office)
                                ----------------

                              PRIVATEBANCORP, INC.
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN
                                       AND
                      NON-EMPLOYEE DIRECTOR OPTION PROGRAM
                                       AND
                  1992 COMPENSATION REPLACEMENT OPTION PROGRAM
                            (Full title of the plans)
                                 ---------------

                              DONALD A. ROUBITCHEK
                 SECRETARY/TREASURER AND CHIEF FINANCIAL OFFICER
                              PRIVATEBANCORP, INC.
                            TEN NORTH DEARBORN STREET
                             CHICAGO, ILLINOIS 60602
                                 (312) 683-7100
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:

                             JENNIFER R. EVANS, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
===================================================================================================================
                                                           PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES                         AMOUNT TO         OFFERING         AGGREGATE OFFERING      AMOUNT OF
 TO BE REGISTERED                         BE REGISTERED     PRICE PER SHARE          PRICE         REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>               <C>                  <C>
Common Stock, without par value(1)......     587,007            $12.66(2)         $7,429,295.38        $2,065.34
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par value(3)......     179,920            $11.07(4)         $1,991,714.40          $553.70
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par value(5)......      26,400             $6.25(6)           $165,000.00           $45.87
===================================================================================================================
</TABLE>
(1)  Reflects shares that may be issued pursuant to the PrivateBancorp, Inc.
     Amended and Restated Stock Incentive Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) based on the aggregate of (a) the weighted
     average exercise price of $11.36 per share for 435,283 shares covered by
     options outstanding under the plan as of September 30, 1999, (b) the
     average high and low sales prices for the Common Stock reported on the
     Nasdaq National Market(sm) on September 24, 1999, ($16.375) for each of the
     remaining 29,724 shares that may be issued pursuant to the PrivateBancorp,
     Inc. Amended and Restated Stock Incentive Plan, and (c) the average high
     and low sales prices for the Common Stock reported on the Nasdaq National
     Market (sm) on September 24, 1999 ($16.375), for the 122,000 shares of
     restricted stock outstanding under the plan as of September 30, 1999.

(3)  Reflects shares subject to options granted as part of the Non-Employee
     Director Option Program.

(4)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) based on the weighted average exercise price of
     $11.07 per share for the 179,920 shares subject to options granted as part
     of the Non-Employee Director Option Program.

(5)  Reflects shares subject to options granted as part of the 1992 Compensation
     Replacement Option Program.

(6)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) based on the weighted average exercise price of
     $6.25 per share for the 26,400 shares subject to options granted as part of
     the 1992 Compensation Replacement Option Program.
================================================================================


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The document containing the information required by this section will be
given to those persons who participate in the PrivateBancorp, Inc. Amended and
Restated Stock Incentive Plan and those person who have options granted as part
of the Non-Employee Director Option Program or the 1992 Compensation Replacement
Option Program (collectively, the "Plans"). Such documents are not required to
be filed with the Securities and Exchange Commission (the "Commission") as a
part of the Registration Statement or as an Exhibit.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by PrivateBancorp, Inc., a Delaware corporation
("Registrant"), are incorporated in this Registration Statement by reference:

          (a)  Prospectus filed pursuant to Rule 424(b) as filed with the
               Commission on June 30, 1999 (Registration No. 333-77147);

          (b)  Quarterly Report on Form 10-Q for the quarters ended June 30,
               1999 (File No. 0-25887); and

          (c)  The description of Registrant's Common Stock contained in the
               Registration Statement on Form 8-A, dated April 27, 1999 (File
               No. 0-25887).

          All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law grants each
corporation organized thereunder the powers to indemnify any individual made
party or threatened to be made party to any threatened, pending or completed
action, suit or proceeding because the individual is or was a director, officer,
employee or agent of the corporation, against actual and reasonable expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred with respect to an action, suit or proceeding if the individual acted
in good faith, and the individual reasonably believed: (a) that the individual's
conduct was in the corporation's best interests; (b) that the individual's
conduct was at least not opposed to the corporation's best interests; and (c) in
the case of any criminal proceeding, that the individual had no reasonable cause
to believe the individual's conduct was unlawful. However, there will be limited
or no indemnification for directors, officers, employees or agents adjudged to
be liable to the corporation where such individuals are parties to any action by
or in the right of the corporation.

          Article Ninth of the Company's Restated Certificate of Incorporation
provides as follows:

          NINTH: The Corporation shall indemnify, to the full extent that it
shall have power under applicable law to do so and in a manner permitted by such
law, any person made or threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director or officer
of the Corporation against liabilities and expenses reasonably incurred or


                                        2


<PAGE>


paid by such person in connection with such action, suit or proceeding. The
Corporation may indemnify, to the full extent that it shall have power under
applicable law to do so and in a manner permitted by such law, any person made
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against liabilities and expenses reasonably incurred or paid by
such person in connection with such action, suit or proceeding. The words
"liabilities" and "expenses" shall include, without limitation: liabilities,
losses, damages, judgments, fines, penalties, amounts paid in settlement,
expenses, attorneys' fees and costs. The indemnification provided by this
Article NINTH shall not be deemed exclusive of any other rights to which any
person indemnified may be entitled under any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be such director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

          The Corporation may purchase and maintain insurance on behalf of any
person referred to in the preceding paragraph against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article NINTH or
otherwise.

          For purposes of this Article NINTH, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

          The provisions of this Article NINTH shall be deemed to be a contract
between the Corporation and each director or officer who serves in any such
capacity at any time while this Article and the relevant provisions of the
General Corporation Law of the State of Delaware or other applicable law, if
any, are in effect, and any repeal or modification of any such law or of this
Article shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

          For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner not
opposed to the best interests of the Corporation.

          Article XI of the Amended and Restated By-laws of the Company provides
as follows:

          Section 11.1 Third-Party Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, including all appeals (other than an
action by or in the right of the Corporation) by reason of the fact that the
person is or was a director, officer, employee, or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, trustee,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit, or proceeding; if
the person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that


                                        3


<PAGE>


the person did not act in good faith and in a manner that he or she reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

          Section 11.2 Derivative Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit, including all appeals, by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that the person is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by the person in
connection with the defense or settlement of the action or suit, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation. However, no
indemnification shall be made in respect of any claim, issue, or matter as to
which the person is adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the Corporation unless and only to the extent
that the court of common pleas or the court in which the action or suit was
brought determines on application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for expenses that the court of common pleas or
other court shall deem proper.

          Section 11.3 Rights After Successful Defense. To the extent that a
director, trustee, officer, employee, or agent has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Section 11.1 or 11.2, above, or in defense of any claim, issue, or matter in
that action, suit, or proceeding, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with the action, suit, or proceeding.

          Section 11.4 Other Determination of Rights. Unless ordered by a court,
any indemnification made under Section 11.1 or 11.2, above, shall be made by the
Corporation only as authorized in the specific case on a determination that
indemnification of the director, trustee, officer, employee, or agent is proper
in the circumstances because he or she has met the applicable standard of
conduct set forth in Section 11.1 or 11.2, above. The determination shall be
made (a) by a majority vote of a quorum consisting of directors who were not and
are not parties to or threatened with the action, suit, or proceeding; (b) if
the described quorum is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; (c) by the stockholders; or (d) by the court in which the action, suit,
or proceeding was brought.

          Section 11.5 Advances of Expenses. Expenses of each person seeking
indemnification under Section 11.1 or 11.2, above, may be paid by the
Corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding, as authorized by the Board of Directors in the
specific case, on receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, or agent to repay the amount if it is ultimately
determined that he or she is not entitled to be indemnified by the Corporation.

          Section 11.6 Nonexclusiveness; Heirs. The indemnification provided by
this Article shall not be deemed exclusive of, and shall be in addition to, any
other rights to which those seeking indemnification may be entitled as a matter
of law or under the Certificate of Incorporation, these By-Laws, any agreement,
vote of stockholders, any insurance purchased by the Corporation, or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding that office, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of that person.

          The effect of the foregoing provisions of the Delaware General
Corporation Law, the Company's Restated Certificate of Incorporation and Amended
and Restated By-laws would be to permit such indemnification of officers and
directors by the Company for liabilities arising under the Securities Act of
1933.

          The Company has purchased $10 million of insurance policies which
insure the Company's directors and officers against liability which they may
incur as a result of actions taken in such capacities. In addition, the Company
maintains trust errors and omissions coverage up to a limit of $10 million.


                                        4


<PAGE>


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1  Amended and Restated Certificate of Incorporation of
               PrivateBancorp, Inc. (incorporated by reference to Exhibit 3.1 to
               Amendment No. 1 to Registrant's Form S-1 Registration Statement
               No. 333-77147).

          4.2  Amended and Restated By-Laws of PrivateBancorp, Inc.
               (incorporated by reference to Exhibit 3.3 to Registrant's Form
               S-1 Registration Statement No. 333-77147).

          4.3  PrivateBancorp, Inc. Amended and Restated Stock Incentive Plan as
               amended by the first amendment thereto (incorporated by reference
               to Exhibit 10.6 to Amendment No. 2 to Registrant's Form S-1
               Registration Statement No. 333-77147).

          5.1  Opinion of Vedder, Price, Kaufman & Kammholz regarding the
               legality of the Common Stock, without par value, to be issued in
               connection with an award of restricted stock or upon exercise of
               options issued under the Plan.

          23.1 Consent of Arthur Andersen LLP.

          23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit
               5.1).

          24.1 Powers of Attorney (included on the signature pages of the
               Registration Statement).

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement to include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information set forth in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               that is incorporated by reference in this Registration Statement
               shall be deemed to be a new registration statement relating to
               the securities offered herein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable. In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid by a director, officer or controlling person of


                                        5


<PAGE>

               the registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               registrant will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against policy as expressed in the Act
               and will be governed by the final adjudication of such issue.


                                        6


<PAGE>


                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 23rd day of
September, 1999.

                                            PrivateBancorp, Inc.



                                            By: /s/ RALPH B. MANDELL
                                            ------------------------------------
                                            Ralph B. Mandell
                                            Chairman, President, Chief Executive
                                            Officer and Director

     We, the undersigned officers and directors of PrivateBancorp, Inc., and
each of us, do hereby constitute and appoint each and any of Ralph B. Mandell
and Donald A. Roubitchek our true and lawful attorney and agent, with full power
of substitution and resubstitution, to do any and all acts and things in our
name and behalf in any and all capacities and to execute any and all instruments
for us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorney and agent, or his substitute,
shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


         Name                            Title                       Date
         ----                            -----                       ----

/s/ RALPH B. MANDELL
----------------------------   Chairman, President, Chief     September 23, 1999
Ralph B. Mandell             Executive Officer and Director


/s/ CAREN L. REED
----------------------------   Vice Chairman and Director     September 23, 1999
Caren L. Reed


/s/ DONALD A. ROUBITCHEK
----------------------------      Chief Financial Officer     September 23, 1999
Donald A. Roubitchek                   and Director


/s/ LISA M. O'NEILL
----------------------------            Controller            September 23, 1999
Lisa M.  O'Neill              (principal accounting officer)


/s/ DONALD L. BEAL
----------------------------            Director              September 23, 1999
Donald L. Beal


                                        7


<PAGE>


         Name                            Title                       Date
         ----                            -----                       ----

/s/ NAOMI T. BORWELL
----------------------------            Director              September 23, 1999
Naomi T. Borwell



----------------------------            Director              September 23, 1999
William A. Castellano


/s/ ROBERT F. COLEMAN
----------------------------            Director              September 23, 1999
Robert F. Coleman



----------------------------            Director              September 23, 1999
W. James Farrell



----------------------------            Director              September 23, 1999
John E. Gorman


/s/ ALVIN J. GOTTLIEB
----------------------------            Director              September 23, 1999
Alvin J. Gottlieb


/s/ JAMES M. GUYETTE
----------------------------            Director              September 23, 1999
James M. Guyette


/s/ PHILIP M. KAYMAN
----------------------------            Director              September 23, 1999
Philip M. Kayman


/s/ WILLIAM R. LANGLEY
----------------------------            Director              September 23, 1999
William R. Langley


/s/ THOMAS F. MEAGHER
----------------------------            Director              September 23, 1999
Thomas F. Meagher


/s/ WILLIAM J. PODL
----------------------------            Director              September 23, 1999
William J. Podl


/s/ MICHAEL B. SUSMAN
----------------------------            Director              September 23, 1999
Michael B. Susman


                                        8


<PAGE>


                                INDEX TO EXHIBITS


     4.1  Amended and Restated Certificate of Incorporation of PrivateBancorp,
          Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to
          Registrant's Form S-1 Registration Statement No. 333-77147).

     4.2  Amended and Restated By-Laws of PrivateBancorp, Inc. (incorporated by
          reference to Exhibit 3.3 to Registrant's Form S-1 Registration
          Statement No. 333-77147).

     4.3  PrivateBancorp, Inc. Amended and Restated Stock Incentive Plan as
          amended by the first amendment thereto (incorporated by reference to
          Exhibit 10.6 to Amendment No. 2 to Registrant's Form S-1 Registration
          Statement No. 333-77147).

     5.1  Opinion of Vedder, Price, Kaufman & Kammholz regarding the legality of
          the Common Stock, without par value, to be issued in connection with
          an award of restricted stock or upon exercise of options issued under
          the Plan.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit
          5.1).

     24.1 Powers of Attorney (included on the signature pages of the
          Registration Statement).


                                        9
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{"company-data": {"conformed-name": "PRIVATEBANCORP INC", "cik": "0000889936", "assigned-sic": "6022", "irs-number": "363681151", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88289", "film-number": "99721900"}, "business-address": {"street1": "TEN NORTH DEARBORN SUITE 900", "city": "CHICAGO", "state": "IL", "zip": "60602"}, "mail-address": {"street1": "TEN NORTH DEARBORN STREET", "city": "CHICAGO", "state": "IL", "zip": "60602"}}
As filed with the Securities and Exchange Commission on October 1, 1999
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                              PRIVATEBANCORP, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     36-3681151
  (State or Other Jurisdiction)             (I.R.S. Employer Identification No.)
of Incorporation or Organization)
                            TEN NORTH DEARBORN STREET
                             CHICAGO, ILLINOIS 60602
                            Ten North Dearborn Street
    (Address, including zip code of registrant's principal executive office)
                                ----------------

                              PRIVATEBANCORP, INC.
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN
                                       AND
                      NON-EMPLOYEE DIRECTOR OPTION PROGRAM
                                       AND
                  1992 COMPENSATION REPLACEMENT OPTION PROGRAM
                            (Full title of the plans)
                                 ---------------

                              DONALD A. ROUBITCHEK
                 SECRETARY/TREASURER AND CHIEF FINANCIAL OFFICER
                              PRIVATEBANCORP, INC.
                            TEN NORTH DEARBORN STREET
                             CHICAGO, ILLINOIS 60602
                                 (312) 683-7100
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:

                             JENNIFER R. EVANS, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                 ---------------

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================
                                                           PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES                         AMOUNT TO         OFFERING         AGGREGATE OFFERING      AMOUNT OF
 TO BE REGISTERED                         BE REGISTERED     PRICE PER SHARE          PRICE         REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par value(1)......     587,007            $12.66(2)         $7,429,295.38        $2,065.34
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par value(3)......     179,920            $11.07(4)         $1,991,714.40          $553.70
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par value(5)......      26,400             $6.25(6)           $165,000.00           $45.87
===================================================================================================================
(1)  Reflects shares that may be issued pursuant to the PrivateBancorp, Inc.
     Amended and Restated Stock Incentive Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) based on the aggregate of (a) the weighted
     average exercise price of $11.36 per share for 435,283 shares covered by
     options outstanding under the plan as of September 30, 1999, (b) the
     average high and low sales prices for the Common Stock reported on the
     Nasdaq National Market(sm) on September 24, 1999, ($16.375) for each of the
     remaining 29,724 shares that may be issued pursuant to the PrivateBancorp,
     Inc. Amended and Restated Stock Incentive Plan, and (c) the average high
     and low sales prices for the Common Stock reported on the Nasdaq National
     Market (sm) on September 24, 1999 ($16.375), for the 122,000 shares of
     restricted stock outstanding under the plan as of September 30, 1999.

(3)  Reflects shares subject to options granted as part of the Non-Employee
     Director Option Program.

(4)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) based on the weighted average exercise price of
     $11.07 per share for the 179,920 shares subject to options granted as part
     of the Non-Employee Director Option Program.

(5)  Reflects shares subject to options granted as part of the 1992 Compensation
     Replacement Option Program.

(6)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h)(1) based on the weighted average exercise price of
     $6.25 per share for the 26,400 shares subject to options granted as part of
     the 1992 Compensation Replacement Option Program.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document containing the information required by this section will be
given to those persons who participate in the PrivateBancorp, Inc. Amended and
Restated Stock Incentive Plan and those person who have options granted as part
of the Non-Employee Director Option Program or the 1992 Compensation Replacement
Option Program (collectively, the "Plans"). Such documents are not required to
be filed with the Securities and Exchange Commission (the "Commission") as a
part of the Registration Statement or as an Exhibit.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by PrivateBancorp, Inc., a Delaware corporation
("Registrant"), are incorporated in this Registration Statement by reference:

          (a)  Prospectus filed pursuant to Rule 424(b) as filed with the
               Commission on June 30, 1999 (Registration No. 333-77147);

          (b)  Quarterly Report on Form 10-Q for the quarters ended June 30,
               1999 (File No. 0-25887); and

          (c)  The description of Registrant's Common Stock contained in the
               Registration Statement on Form 8-A, dated April 27, 1999 (File
               No. 0-25887).

          All documents filed by Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 145 of the Delaware General Corporation Law grants each
corporation organized thereunder the powers to indemnify any individual made
party or threatened to be made party to any threatened, pending or completed
action, suit or proceeding because the individual is or was a director, officer,
employee or agent of the corporation, against actual and reasonable expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred with respect to an action, suit or proceeding if the individual acted
in good faith, and the individual reasonably believed: (a) that the individual's
conduct was in the corporation's best interests; (b) that the individual's
conduct was at least not opposed to the corporation's best interests; and (c) in
the case of any criminal proceeding, that the individual had no reasonable cause
to believe the individual's conduct was unlawful. However, there will be limited
or no indemnification for directors, officers, employees or agents adjudged to
be liable to the corporation where such individuals are parties to any action by
or in the right of the corporation.

          Article Ninth of the Company's Restated Certificate of Incorporation
provides as follows:

          NINTH: The Corporation shall indemnify, to the full extent that it
shall have power under applicable law to do so and in a manner permitted by such
law, any person made or threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director or officer
of the Corporation against liabilities and expenses reasonably incurred or

                                        2
paid by such person in connection with such action, suit or proceeding. The
Corporation may indemnify, to the full extent that it shall have power under
applicable law to do so and in a manner permitted by such law, any person made
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against liabilities and expenses reasonably incurred or paid by
such person in connection with such action, suit or proceeding. The words
"liabilities" and "expenses" shall include, without limitation: liabilities,
losses, damages, judgments, fines, penalties, amounts paid in settlement,
expenses, attorneys' fees and costs. The indemnification provided by this
Article NINTH shall not be deemed exclusive of any other rights to which any
person indemnified may be entitled under any statute, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be such director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

          The Corporation may purchase and maintain insurance on behalf of any
person referred to in the preceding paragraph against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article NINTH or
otherwise.

          For purposes of this Article NINTH, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.

          The provisions of this Article NINTH shall be deemed to be a contract
between the Corporation and each director or officer who serves in any such
capacity at any time while this Article and the relevant provisions of the
General Corporation Law of the State of Delaware or other applicable law, if
any, are in effect, and any repeal or modification of any such law or of this
Article shall not affect any rights or obligations then existing with respect to
any state of facts then or theretofore existing or any action, suit or
proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts.

          For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner not
opposed to the best interests of the Corporation.

          Article XI of the Amended and Restated By-laws of the Company provides
as follows:

          Section 11.1 Third-Party Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, including all appeals (other than an
action by or in the right of the Corporation) by reason of the fact that the
person is or was a director, officer, employee, or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, trustee,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit, or proceeding; if
the person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or on a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that

                                        3
the person did not act in good faith and in a manner that he or she reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

          Section 11.2 Derivative Actions. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit, including all appeals, by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that the person is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by the person in
connection with the defense or settlement of the action or suit, if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation. However, no
indemnification shall be made in respect of any claim, issue, or matter as to
which the person is adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the Corporation unless and only to the extent
that the court of common pleas or the court in which the action or suit was
brought determines on application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for expenses that the court of common pleas or
other court shall deem proper.

          Section 11.3 Rights After Successful Defense. To the extent that a
director, trustee, officer, employee, or agent has been successful on the merits
or otherwise in defense of any action, suit, or proceeding referred to in
Section 11.1 or 11.2, above, or in defense of any claim, issue, or matter in
that action, suit, or proceeding, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with the action, suit, or proceeding.

          Section 11.4 Other Determination of Rights. Unless ordered by a court,
any indemnification made under Section 11.1 or 11.2, above, shall be made by the
Corporation only as authorized in the specific case on a determination that
indemnification of the director, trustee, officer, employee, or agent is proper
in the circumstances because he or she has met the applicable standard of
conduct set forth in Section 11.1 or 11.2, above. The determination shall be
made (a) by a majority vote of a quorum consisting of directors who were not and
are not parties to or threatened with the action, suit, or proceeding; (b) if
the described quorum is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; (c) by the stockholders; or (d) by the court in which the action, suit,
or proceeding was brought.

          Section 11.5 Advances of Expenses. Expenses of each person seeking
indemnification under Section 11.1 or 11.2, above, may be paid by the
Corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding, as authorized by the Board of Directors in the
specific case, on receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, or agent to repay the amount if it is ultimately
determined that he or she is not entitled to be indemnified by the Corporation.

          Section 11.6 Nonexclusiveness; Heirs. The indemnification provided by
this Article shall not be deemed exclusive of, and shall be in addition to, any
other rights to which those seeking indemnification may be entitled as a matter
of law or under the Certificate of Incorporation, these By-Laws, any agreement,
vote of stockholders, any insurance purchased by the Corporation, or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding that office, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of that person.

          The effect of the foregoing provisions of the Delaware General
Corporation Law, the Company's Restated Certificate of Incorporation and Amended
and Restated By-laws would be to permit such indemnification of officers and
directors by the Company for liabilities arising under the Securities Act of
1933.

          The Company has purchased $10 million of insurance policies which
insure the Company's directors and officers against liability which they may
incur as a result of actions taken in such capacities. In addition, the Company
maintains trust errors and omissions coverage up to a limit of $10 million.

                                        4
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1  Amended and Restated Certificate of Incorporation of
               PrivateBancorp, Inc. (incorporated by reference to Exhibit 3.1 to
               Amendment No. 1 to Registrant's Form S-1 Registration Statement
               No. 333-77147).

          4.2  Amended and Restated By-Laws of PrivateBancorp, Inc.
               (incorporated by reference to Exhibit 3.3 to Registrant's Form
               S-1 Registration Statement No. 333-77147).

          4.3  PrivateBancorp, Inc. Amended and Restated Stock Incentive Plan as
               amended by the first amendment thereto (incorporated by reference
               to Exhibit 10.6 to Amendment No. 2 to Registrant's Form S-1
               Registration Statement No. 333-77147).

          5.1  Opinion of Vedder, Price, Kaufman & Kammholz regarding the
               legality of the Common Stock, without par value, to be issued in
               connection with an award of restricted stock or upon exercise of
               options issued under the Plan.

          23.1 Consent of Arthur Andersen LLP.

          23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit
               5.1).

          24.1 Powers of Attorney (included on the signature pages of the
               Registration Statement).

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement to include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information set forth in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               that is incorporated by reference in this Registration Statement
               shall be deemed to be a new registration statement relating to
               the securities offered herein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

          (h)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable. In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid by a director, officer or controlling person of

                                        5
the registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               registrant will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against policy as expressed in the Act
               and will be governed by the final adjudication of such issue.

                                        6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 23rd day of
September, 1999.

                                            PrivateBancorp, Inc.

                                            By: /s/ RALPH B. MANDELL
                                            ------------------------------------
                                            Ralph B. Mandell
                                            Chairman, President, Chief Executive
                                            Officer and Director

     We, the undersigned officers and directors of PrivateBancorp, Inc., and
each of us, do hereby constitute and appoint each and any of Ralph B. Mandell
and Donald A. Roubitchek our true and lawful attorney and agent, with full power
of substitution and resubstitution, to do any and all acts and things in our
name and behalf in any and all capacities and to execute any and all instruments
for us in our names in any and all capacities, which attorney and agent may deem
necessary or advisable to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto; and we do
hereby ratify and confirm all that said attorney and agent, or his substitute,
shall do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

         Name                            Title                       Date
         ----                            -----                       ----

/s/ RALPH B. MANDELL
----------------------------   Chairman, President, Chief     September 23, 1999
Ralph B. Mandell             Executive Officer and Director

/s/ CAREN L. REED
----------------------------   Vice Chairman and Director     September 23, 1999
Caren L. Reed

/s/ DONALD A. ROUBITCHEK
----------------------------      Chief Financial Officer     September 23, 1999
Donald A. Roubitchek                   and Director

/s/ LISA M. O'NEILL
----------------------------            Controller            September 23, 1999
Lisa M.  O'Neill              (principal accounting officer)

/s/ DONALD L. BEAL
----------------------------            Director              September 23, 1999
Donald L. Beal

                                        7
Name                            Title                       Date
         ----                            -----                       ----

/s/ NAOMI T. BORWELL
----------------------------            Director              September 23, 1999
Naomi T. Borwell

----------------------------            Director              September 23, 1999
William A. Castellano

/s/ ROBERT F. COLEMAN
----------------------------            Director              September 23, 1999
Robert F. Coleman

----------------------------            Director              September 23, 1999
W. James Farrell

----------------------------            Director              September 23, 1999
John E. Gorman

/s/ ALVIN J. GOTTLIEB
----------------------------            Director              September 23, 1999
Alvin J. Gottlieb

/s/ JAMES M. GUYETTE
----------------------------            Director              September 23, 1999
James M. Guyette

/s/ PHILIP M. KAYMAN
----------------------------            Director              September 23, 1999
Philip M. Kayman

/s/ WILLIAM R. LANGLEY
----------------------------            Director              September 23, 1999
William R. Langley

/s/ THOMAS F. MEAGHER
----------------------------            Director              September 23, 1999
Thomas F. Meagher

/s/ WILLIAM J. PODL
----------------------------            Director              September 23, 1999
William J. Podl

/s/ MICHAEL B. SUSMAN
----------------------------            Director              September 23, 1999
Michael B. Susman

                                        8
INDEX TO EXHIBITS

     4.1  Amended and Restated Certificate of Incorporation of PrivateBancorp,
          Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to
          Registrant's Form S-1 Registration Statement No. 333-77147).

     4.2  Amended and Restated By-Laws of PrivateBancorp, Inc. (incorporated by
          reference to Exhibit 3.3 to Registrant's Form S-1 Registration
          Statement No. 333-77147).

     4.3  PrivateBancorp, Inc. Amended and Restated Stock Incentive Plan as
          amended by the first amendment thereto (incorporated by reference to
          Exhibit 10.6 to Amendment No. 2 to Registrant's Form S-1 Registration
          Statement No. 333-77147).

     5.1  Opinion of Vedder, Price, Kaufman & Kammholz regarding the legality of
          the Common Stock, without par value, to be issued in connection with
          an award of restricted stock or upon exercise of options issued under
          the Plan.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in Exhibit
          5.1).

     24.1 Powers of Attorney (included on the signature pages of the
          Registration Statement).

                                        9