<PAGE>

 As filed with the Securities and Exchange Commission on August 12, 1997    
                                                    Registration No. 333-   
========================================================================   
                                                                            

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                 __________

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

                       WINTRUST FINANCIAL CORPORATION
           (Exact name of registrant as specified in its charter)

            Illinois                                         36-3873352
  (State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

                             727 North Bank Lane
                        Lake Forest, Illinois  60045
  (Address, including zip code of registrant's principal executive office)
                            ____________________

                       WINTRUST FINANCIAL CORPORATION
                          1997 STOCK INCENTIVE PLAN
                                     and
                       WINTRUST FINANCIAL CORPORATION
                        EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the plans)
                                 __________

                              David A. Dykstra
                       Wintrust Financial Corporation
                             727 North Bank Lane
                        Lake Forest, Illinois  60045
                               (847) 615-4096
          (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
                                 Suite 2500
                          Chicago, Illinois  60601
                               (312) 609-7686
                                 __________

<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE
===============================================================================================
                                     Amount to  Proposed Maximum  Proposed Maximum   Amount of
Title of Securities                     be          Offering          Aggregate    Registration
 to Be Registered                   Registered   Price Per Share   Offering Price       Fee
-----------------------------------------------------------------------------------------------
        <S>                             <C>            <C>               <C>            <C>

Common Stock, without par value (1)  1,937,359     $12.77(2)       $24,740,092.58    $7,497.00
Common Stock, without par
  value (3)(4)                         250,000     $17.69(5)       $ 4,422,500.00    $1,340.15
Common Stock, without par value (6)     18,945     $17.69(5)       $   335,137.05    $  101.56
===============================================================================================
</TABLE>

(1)       Reflects shares that may be issued pursuant to the Wintrust
          Financial Corporation 1997 Stock Incentive Plan.

(2)       Estimated solely for the purpose of calculating the registration
          fee pursuant to Rule 457(h)(l) based on the aggregate of (a) the
          weighted average strike price of $9.96 per share for 1,233,615
          shares covered by options outstanding under the Plan as of May 22,
          1997, and (b) the average of the high and low sales prices for the
          Common Stock reported on the Nasdaq National Market(SM) on
          August 6, 1997, ($17.69) for each of the remaining 703,744 shares
          that may be issued pursuant to the Wintrust Financial Corporation
          1997 Stock Incentive Plan.

(3)       Reflects shares that may be issued pursuant to the Wintrust
          Financial Corporation Employee Stock Purchase Plan.

(4)       In addition, pursuant to Rule 416(c), this registration statement
          also covers an indeterminate amount of interests to be offered or
          sold pursuant to the Wintrust Financial Corporation Employee Stock
          Purchase Plan described herein.

(5)       Estimated solely for the purpose of calculating the registration
          fee pursuant to Rule 457(h)(l) based on the average of the high
          and low sales prices for the Common Stock reported on the Nasdaq
          National Market(SM) on August 6, 1997, ($17.69).

(6)       Reflects shares of Common Stock acquired upon the exercise of
          stock options granted under predecessor plans to the Wintrust
          Financial Corporation 1997 Stock Incentive Plan, which shares are
          being registered on behalf of certain selling shareholders.

===========================================================================
<PAGE>
<PAGE>

                                   PART I

                  INFORMATION REQUIRED IN THE SECTION 10(a)

                                PROSPECTUSES



Note:   This Registration Statement relates to two forms of Prospectuses. 
        With respect to the issuance of shares by Wintrust Financial
        Corporation to plan participants, documents containing the
        information required by this section will be given to persons
        eligible to participate in the Wintrust Financial Corporation 1997
        Stock Incentive Plan and the Wintrust Financial Corporation
        Employee Stock Purchase Plan (the "Plans"), respectively, and are
        not required to be filed with the Commission as a part of this
        Registration Statement.

        The Prospectus filed as part of this Registration Statement has
        been prepared in accordance with Part I of Form S-3, and may be
        used in connection with the reoffer or resale of unregistered
        shares of Common Stock acquired by employees of certain of the
        Company's subsidiaries pursuant to the exercise of options issued
        under certain predecessors to the Wintrust Financial Corporation
        1997 Stock Incentive Plan, which exercises occurred prior to the
        filing of this Registration Statement.

<PAGE>
<PAGE>

PROSPECTUS
----------
                            _____________________

                                18,945 Shares

                       WINTRUST FINANCIAL CORPORATION

                                Common Stock
                            _____________________

        This Prospectus relates to 18,945 shares of Common Stock, without
par value (the "Common Stock"), of Wintrust Financial Corporation (the
"Company"), being registered for the account of certain shareholders of the
Company pursuant to a registration statement of which this prospectus is a
part (such selling shareholders are referred to herein individually as a
"Selling Shareholder" and, collectively, as the "Selling Shareholders"). 
The Company will not receive any of the proceeds from the sale of shares,
if any, by the Selling Shareholders.  See "SELLING SHAREHOLDERS."  The
shares covered hereby are being registered to enable each Selling
Shareholder to publicly sell all or a portion of his shares of the Common
Stock.  The shares were acquired upon exercise of certain stock options
granted to the Selling Shareholders by certain of the Company's predecessor
corporations.  See "SELLING SHAREHOLDERS."  Resales of the Common Stock may
be made on the Nasdaq National Market(SM), in the over-the-counter market
or in private transactions, at market prices prevailing at the time of sale
or at negotiated prices.  The Common Stock will be offered for sale on
terms to be determined when the agreement to sell is made or at the time of
sale, as the case may be.  The Selling Shareholders may sell some or all of
the Common Stock in transactions involving broker-dealers, who may act
solely as agent and/or may acquire the Common Stock as principal. 
Broker-dealers participating in such transactions as agent may receive
commissions from the Selling Shareholders (and, if they act as agent for
the purchaser of the Common Stock, from such purchaser), such commissions
to be computed in appropriate cases in accordance with the applicable rules
of Nasdaq National Market(SM), which commissions may be at negotiated rates
where permissible under such rules.  See "PLAN OF DISTRIBUTION."  In
addition or alternatively, the Common Stock may be sold by the Selling
Shareholders and by or through broker-dealers in special offerings,
exchange distributions or secondary distribution pursuant to and in
compliance with the governing rules of Nasdaq National Market(SM), and in
connection therewith commissions in excess of the customary commission may
be paid to participating broker-dealers, or, in the case of certain
secondary distributions, a discount or concession from the offering price
may be allowed to participating broker-dealers in excess of such customary
commission.

        There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the Common Stock.  The Company
has agreed to bear all expenses (other than underwriting discounts and
selling commissions) in connection with the registration of the Common
Stock.

        The Selling Shareholders and any brokers, dealers or agents that
participate with the Selling Shareholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by such persons may be deemed
to be underwriting commissions or discounts under the Securities Act.  See
"PLAN OF DISTRIBUTION."

        The Common Stock is quoted on the Nasdaq National Market(SM) under
the trading symbol "WTFC."  As of August 6, 1997, the last sale price of
the Common Stock on Nasdaq National Market(SM) was $18.50 per share, and
the average of high and low sales prices under the consolidated reporting
system for such day was $17.69.

        Prospective investors should carefully consider the factors set
forth under "RISK FACTORS" beginning on page 4 of this Prospectus.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

              The date of this Prospectus is August ___, 1997.
<PAGE>
<PAGE>

        No dealer, salesperson or other person has been authorized to give
information or to make any representation not contained in this Prospectus
in connection with the offer contained herein, and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company, the Selling Shareholders or any Underwriter. 
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date as of which information
is set forth herein.  This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation.

                            _____________________

                              TABLE OF CONTENTS



                                                                        Page
                                                                        ----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . 3

THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 7

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 7

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

<PAGE>
<PAGE>

                            AVAILABLE INFORMATION

        The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"), including but not
limited to filing with the Commission annual reports on Form 10-K within
90 days of year-end, quarterly reports on Form 10-Q within 45 days of
quarter-end, and other current reports on Form 8-K.  The Company is also
subject to the proxy solicitation rules, reporting requirements and
restrictions on stock purchases and sales by directors, officers and
greater than 10% shareholders, and certain other requirements of the
Exchange Act.  Such reports and other information (including proxy and
information statements) filed by the Company can be inspected and copied at
the prescribed rates at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission at the following locations: Seven World
Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison
Street, 14th Floor, Chicago, Illinois 60661.  This information is also
available on the Internet at the Commission's website.  The address for the
website is http://www.sec.gov.

        The Company has filed with the Commission a Registration Statement
on Form S-8 (the "Registration Statement"), of which this Prospectus forms
a part, covering the shares to be sold pursuant to this offering.  As
permitted by the rules and regulations of the Commission, this Prospectus
omits certain information, exhibits and undertakings contained in the
Registration Statement.  For further information, reference is hereby made
to the Registration Statement.


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The Annual Report of the Company on Form 10-K for the year ended
December 31, 1996, the Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1997, and the description of the Common Stock
contained in the Company's Form 8-A Registration Statement filed on
January 3, 1997, have been filed with the Commission and are hereby
incorporated by reference and made a part of this Prospectus.

        All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in
another subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. 
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

        The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by
reference (other than certain exhibits to such documents).  Requests for
such copies should be directed to David A. Dykstra, Wintrust Financial
Corporation, 727 North Bank Lane, Lake Forest, Illinois 60045 (telephone
(847) 615-4096).


                                 THE COMPANY

        Wintrust Financial Corporation, an Illinois corporation (the
"Company"), is a financial services holding company headquartered in Lake
Forest, Illinois.  The Company engages in community banking and specialty
finance through its operating subsidiaries, currently comprised of North
Shore Community Bank and Trust Company ("North Shore Bank"); Lake Forest
Bank and Trust Company ("Lake Forest Bank"); Hinsdale Bank and Trust
Company ("Hinsdale Bank"); Libertyville Bank and Trust Company
("Libertyville Bank"); Barrington Bank and Trust Company, N.A. ("Barrington
Bank"); and First Premium Services, Inc. ("First Premium").

        Through its banking subsidiaries, Lake Forest Bank, Hinsdale Bank,
North Shore Bank, Libertyville Bank and Barrington Bank (collectively, the
"Banks"), the Company provides community-oriented, personal and commercial
banking services in affluent suburbs of Chicago, Illinois.  Through First

                                      3
<PAGE>
<PAGE>

Premium, the Company is in the business of originating commercial insurance
premium finance loans on a national basis, a portion of which are purchased
by the Banks.  In September 1996, the Banks and First Premium, which were
previously affiliated but separately owned, became subsidiaries of the
Company as a result of a transaction which joined their respective holding
companies under one parent company.

        The Company's executive offices are located at 727 North Bank Lane,
Lake Forest, Illinois, 60045, and its telephone number is (847) 615-4096.


                                RISK FACTORS

        Prospective investors should consider carefully the following
factors associated with the ownership of Common Stock together with the
other information contained in this Prospectus.

Impact of De Novo Operations and Branch Openings on Profitability

        The Company's recent historical results have been impacted by its
strategy of de novo bank formations and branch openings.  Each of the Banks
was organized as a de novo banking organization within the past six years
and each of the various branch facilities was also newly opened by the
respective Banks.  Management believes that de novo banks may typically
require 18 months to three years of operations before becoming profitable,
due to the impact of organizational and overhead expenses, the start-up
phase of generating deposits and the time lag typically involved in
redeploying deposits into attractively priced loans and other higher
yielding earning assets.  While the Company achieved first months of
profitable operations at Lake Forest Bank and Hinsdale Bank within 15 to 17
months, openings of additional full-service branches in Glencoe in 1995 and
in Winnetka in 1996 have extended the time for North Shore Bank to achieve
profitability.  North Shore Bank, which commenced operations in September
1994, recorded net losses for 1994, 1995 and 1996 and is expected to be
profitable in 1997.  Barrington Bank, which was opened in December 1996, is
still in its initial phase of operations and is not yet profitable. 
Libertyville Bank, which commenced operations in October 1995, is also in
its start-up phase and is expected to be profitable in 1997.

        The level of reported net income and return on average assets for
the Company will in the near term continue to be impacted by start-up costs
associated with these de novo bank and branching operations.

Reliance on Key Personnel

        The Company's success to date has been influenced strongly by its
ability to attract and to retain senior management experienced in banking
and financial services.  The Company's ability to retain the management
teams of each of the Banks and First Premium, and, as the Company grows, to
attract and retain qualified additional senior and middle management will
continue to be important to successful implementation of the Company's
strategies.  The Company does not currently maintain key-man life insurance
policies.  The unexpected loss of services of any key management personnel,
or the inability to recruit and retain qualified personnel in the future,
could have an adverse effect on the Company's business and financial
results.  The Company has entered into employment agreements with each of
Howard D. Adams and Edward J. Wehmer, the Company's Chairman and President,
respectively, as well as other senior officers of the Company and certain
of its subsidiaries.

Allowance for Loan Losses

        The Company's allowance for loan losses is established in
consultation with management of its operating subsidiaries and is
maintained at a level considered adequate by management to absorb
anticipated loan losses.  The Company has not experienced any significant
charge-offs since 1991 except for certain losses on the sale of lease
portfolios in 1991 and 1992.  The Company ceased its leasing operations in
1992.  The amount of future losses is susceptible to changes in economic,
operating and other conditions, including changes in interest rates, that
may be beyond the Company's control, and such losses may exceed current
estimates.  Though management uses the best information available to it and
draws upon many years of banking experience in estimating the allowance for
loan losses, de novo bank loan portfolios are by their nature unseasoned. 
As a result, estimating loan loss allowances for the Banks is more
difficult, and therefore the Banks may be more susceptible to changes in

                                      4
<PAGE>
<PAGE>

estimates, and to losses exceeding estimates, than banks with more seasoned
loan portfolios.  Although management believes that the allowance for loan
losses is adequate to absorb losses on any existing loans that may become
uncollectible, there can be no assurance that the allowance will prove
sufficient to cover actual loan losses in the future.

Effect of Interest Rates

        Like most banks, the Banks realize income primarily from the spread
between interest earned on loans and investments and the interest paid on
deposits and borrowings.  It is expected that the Banks, from time to time,
will experience "gaps" in the interest rate sensitivities of their assets
and liabilities, meaning that either their interest-bearing liabilities
will be more sensitive to changes in market interest rates than their
interest-earning assets, or vice versa.  In either event, if market
interest rates should move contrary to the Banks' position, the "gap" will
work against the Banks and their earnings may be negatively affected. 
Management actively monitors the interest rate sensitivities of the assets
and liabilities of the Banks in an effort to prevent any gaps from
approaching imprudent levels.

Competition

        The Company competes in the financial services industry primarily
by emphasizing highly responsive personalized customer service.  The
financial services business is highly competitive and the Company
encounters strong direct competition for deposits, loans and other
financial services in all of its market areas.  The Company's principal
competitors include other commercial banks, savings banks, savings and loan
associations, mutual funds, money market funds, finance companies, credit
unions, mortgage companies, private issuers of debt obligations and
suppliers of other investment alternatives, such as securities firms.  In
addition, in recent years, several major multi-bank holding companies have
entered or expanded in the Chicago metropolitan market.  Generally, these
financial institutions are significantly larger than the Company and have
greater access to capital and other resources.  Many of the Company's non-
bank competitors are not subject to the same degree of regulation as that
imposed on bank holding companies, federally insured banks and national or
Illinois chartered banks.  As a result, such non-bank competitors have
advantages over the Company in providing certain services.  The Company
competes for deposits principally by offering depositors a variety of
deposit programs at attractive interest rates, convenient office locations,
hours and other services, and competes for loan originations primarily
through the interest rates and loan fees it charges, the efficiency and
quality of services it provides to borrowers and the variety of its loan
products.

Certain Anti-Takeover Provisions

        Certain provisions of the Company's Amended and Restated Articles
of Incorporation (the "Articles") and by-laws (the "By-Laws") and the
Illinois Business Corporation Act ("IBCA") may have the effect of impeding
the acquisition or control of the Company by means of a tender offer, a
proxy fight, open-market purchases or otherwise in a transaction not
approved by the board of directors of the Company (the "Board of
Directors").  In addition, it is anticipated that the Board of Directors
may consider and may implement a shareholder rights plan to deter coercive,
hostile bids for corporate control.  Such provisions, and a rights plan if
adopted, may have the effect of discouraging a future takeover attempt
which is not approved by the Board of Directors.  Certain provisions will
also render the removal of the current Board of Directors or management of
the Company more difficult.  Among other provisions, the Company's Articles
and By-Laws include the authorization of "blank check" preferred stock, a
staggered board of directors, limiting the filling of Board of Directors
vacancies to the Board of Directors, prohibitions on shareholder action by
written consent, election of the IBCA "fair price" provision, requiring
advance notice with respect to shareholder proposals and director
nominations and requiring an 85 percent vote of the shareholders to amend
certain anti-takeover provisions in the Articles and By-Laws.

Regulatory Restrictions on Dividends

        The Company has not previously paid regular quarterly dividends. 
While there can be no assurances, it is anticipated that the Company may
commence payment of dividends, out of funds legally available therefor. 
The Company's sources of funds for dividend payments will consist primarily
of dividends from its direct and indirect subsidiaries.  Under the
provisions of the Illinois Banking Act, dividends may not be declared by
North Shore Bank, Lake Forest Bank, Hinsdale Bank nor Libertyville Bank
except out of each Bank's net profits (as defined therein), and unless each
Bank has transferred to surplus at least one-tenth of its net profits since

                                      5
<PAGE>
<PAGE>

the date of the declaration of the last preceding dividend, until the
amount of its surplus is at least equal to its capital.  Presently, the
surplus of each of these Banks equals or exceeds regulatory capital. 
However, as Federal Reserve member banks, dividends declared in any
calendar year by any of the Banks may not exceed its net profit for the
year plus its retained net profits for the preceding two years.  In
addition, each of North Shore Bank, Libertyville Bank and Barrington Bank
is subject to additional restrictions prohibiting the payment of dividends
by a de novo bank in its first three years of operations.  The de novo
periods will end for North Shore Bank, Libertyville Bank and Barrington
Bank in September 1997, October 1998, and December 1999, respectively. 
Subsequent to these dates, the Banks would be allowed to pay dividends
subject to the regulatory limitations that are applicable to all state-
chartered, Federal Reserve member banks, or in the case of Barrington Bank,
national banks.

        In addition, the payment of dividends may be restricted under
certain financial covenants in the Company's revolving line of credit.

Financial Institution Regulation

        The Company, the Banks and their bank holding companies are subject
to extensive federal and state legislation, regulation and supervision. 
Recently enacted, proposed and future legislation and regulations have had,
will continue to have or may have significant impact on the financial
services industry.  Some of the legislative and regulatory changes may
benefit the Company and the Banks; others, however, may increase their
costs of doing business and thereby assist competitors.

Forward-looking Statements

        This Prospectus and the documents incorporated herein by reference
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").  Such forward-looking statements may be
deemed to include, among other things, statements relating to anticipated
improvements in financial performance and management's long-term
performance goals, as well as statements relating to the Company's business
and growth strategies, including anticipated internal growth and plans to
pursue additional specialized earning asset niches, to form additional de
novo banks and new branch offices, and to pursue potential development or
acquisition of specialty finance businesses.  Actual results could differ
materially from those addressed in the forward-looking statements as a
result of the factors discussed in this "RISK FACTORS" section and
elsewhere in the documents incorporated herein by reference.


                               USE OF PROCEEDS

        The Company will not receive any proceeds from the sale of the
Common Stock offered by the Selling Shareholders.

                                      6
<PAGE>
<PAGE>

                            SELLING SHAREHOLDERS

        The following table sets forth certain information regarding the
Selling Shareholders.  The Selling Shareholders acquired the Common Stock
owned by them pursuant to the exercise of certain options granted to them
under stock option plans implemented by certain of the Company's
predecessor corporations which options were converted under the terms of
such plans into the right to purchase shares of the Company's Common Stock. 
Such predecessor plans have been amended, restated and combined into the
Wintrust Financial Corporation 1997 Stock Incentive Plan.

<TABLE>
<CAPTION>                                                          
                          Shares Owned       Number of       Shares Owned
          Selling           Prior to       Shares Being          After
       Shareholders         Offering        Registered        Offering(2)
       ------------         --------        ----------        -----------
            <S>                <C>              <C>               <C>

      Carl L. Eckenbrecht    17,014           16,411               603
      John T. Shutack        11,567(1)         2,534             9,033
                             ------           ------             -----
             Total           28,581           18,945             9,636
                             ======           ======             =====

</TABLE>
-------------------
(1)   In addition, Mr. Shutack holds warrants to purchase 500 shares of the
      Company's Common Stock.
(2)   Assuming all of the shares covered by this Prospectus are sold.


                            PLAN OF DISTRIBUTION

      Resales of the Common Stock may be made on the Nasdaq National
Market(SM) in the over-the-counter market or in private transactions, at
market prices prevailing at the time of sale or at negotiated prices.  The
Common Stock will be offered for sale on terms to be determined when the
agreement to sell is made or at the time of sale, as the case may be.  The
Selling Shareholders may sell some or all of the Common Stock in
transactions involving broker-dealers, who may act solely as agent and/or
may acquire the Common Stock as principal.  Broker-dealers participating in
such transactions as agent may receive commissions from the Selling
Shareholders or any pledgee (and, if they act as agent for the purchaser of
such Shares, from such purchaser), such commissions to be computed in
appropriate cases in accordance with the applicable rules of Nasdaq
National Market(SM), which commissions may be at negotiated rates where
permissible under such rules.

      In addition or alternatively, the Common Stock may be sold by the
Selling Shareholders and by or through broker-dealers in special offerings,
exchange distributions or secondary distributions pursuant to and in
compliance with the governing rules of Nasdaq National Market(SM), and in
connection therewith commissions in excess of the customary commission may
be paid to participating broker-dealers, or, in the case of certain
secondary distributions, a discount or concession from the offering price
may be allowed to participating broker-dealers in excess of such customary
commission.

      There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the Common Stock.  The Company
has agreed to bear all expenses (but not underwriting discounts and selling
commissions) in connection with the registration of the Common Stock.

      The Selling Shareholders and any brokers, dealers, agents, member
firm or others that participate with the Selling Shareholders in the
distribution of the Common Stock may be deemed to be "underwriters" within
the meaning of the Act, and any commissions or fees received by such
persons and any profit on the resale of the Shares purchased by such person
may be deemed to be underwriting commissions or discounts under the Act.

      The Company has advised the Selling Shareholders of their obligations
under the Exchange Act to avoid market manipulation of the Shares
(including, without limitation, their obligation not to purchase or solicit
purchases by others of any of the shares during the five business days
preceding the commencement of any offers or sales of the Shares by any of
the Selling Shareholders) until the offering pursuant to this Prospectus by
all Selling Shareholders has been completed.

                                      7
<PAGE>
<PAGE>

      The Company has also advised the Selling Shareholders of their
obligations under the Securities Act to deliver copies of this Prospectus
to any purchaser of their Shares.

      In order to comply with certain states' securities laws, if
applicable, the Common Stock will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Common Stock may not be sold unless the Common Stock has been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.


                                LEGAL MATTERS

      The validity of the Common Stock offered hereby will be passed upon
for the Company by Vedder, Price, Kaufman & Kammholz, Chicago, Illinois.  

      Douglas J. Lipke, a partner in the law firm of Vedder, Price, Kaufman
& Kammholz, serves as a non-voting advisor to the Hinsdale Bank board of
directors.  As of June 30, 1997, Mr. Lipke owned 5,105 shares to purchase
1,834 shares and options to purchase 2,413 shares of Common Stock.


                                   EXPERTS

      The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996
and incorporated by reference herein, have been audited by KPMG Peat
Marwick LLP, independent public accountants, as indicated in their report
with respect thereto, and are incorporated by reference herein in reliance
upon the authority of said Firm as experts in accounting and auditing.

                                      8
<PAGE>
<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 Wintrust Financial Corporation, an
Illinois corporation ("Wintrust" or "Registrant"), are incorporated, as of
their respective filing dates, in this Registration Statement by reference:

         A.      Wintrust's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1996.

         B.      Wintrust's Quarterly Report on Form 10-Q for the period
                 ended March 31, 1997.

         C.      All other reports filed by Wintrust pursuant to Sections
                 13(a) or 15(d) of the Securities Exchange Act of 1934
                 since December 31, 1996.

         D.      The description of Wintrust's Common Stock contained in
                 Wintrust's Registration Statement filed with the
                 Commission pursuant to Section 12 of the Securities
                 Exchange Act of 1934 on Form 8-A (Registration No. 0-
                 21923) and all amendments or reports filed for the purpose
                 of updating such description.

         All documents filed by Wintrust pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered 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 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.

         The validity of the issuance of the Common Stock offered hereby
will be passed upon for Wintrust by Vedder, Price, Kaufman & Kammholz,
Chicago, Illinois.  Douglas J. Lipke, a partner in the law firm of Vedder,
Price, Kaufman & Kammholz, serves as a non-voting advisor to the board of
directors of Hinsdale Bank and Trust Company, a subsidiary of Wintrust.  As
of June 30, 1997, Mr. Lipke owned 5,105 shares, warrants to purchase 1,834
shares and options to purchase 2,413 shares of common stock.

Item 6.  Indemnification of Directors and Officers.

         In accordance with the Illinois Business Corporation Act (being
Chapter 805, Act 5 of the Illinois Compiled Statutes), Articles Eight and
Nine of the Registrant's Articles of Incorporation provide as follows: 

         ARTICLE EIGHT:  No director of the corporation shall be liable to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director except for liability (a) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (b) for
acts or omissions not in good faith or that involve intentional misconduct
of a knowing violation of law, (c) under Section 8.65 of the BCA, as the 
same exists or hereafter may be amended, or (d) for any transaction from
which the director derived an improper personal benefit. 

                                    II-1
<PAGE>
<PAGE>

         ARTICLE NINE, Paragraph 1:  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 or she is or was a director, officer, employee or agent of the
corporation, or who 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 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 or
she 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, 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.  Expenses incurred in
defending a civil, criminal, administrative, investigative or other action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding in accordance with the
provisions of Section 8.75 of the BCA. 

         The indemnification and advancement of expenses provided by this
Article 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 shareholders, or disinterested directors or otherwise, both as to
action in his official capacity and as to action in any other 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. 

         Paragraph 2:  The corporation may purchase and maintain insurance
on behalf of any person referred to in the preceding paragraph against any
liability asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under the provisions of this Article or otherwise. 

         Paragraph 3:  For purposes of this Article, 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, 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 or she would have with respect to such constituent
corporation if its separate existence had continued. 

         Paragraph 4:  The provisions of this Article 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 BCA, 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. 

         Paragraph 5:  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 any employee
benefit plan, its participants, or beneficiaries; and a person who acted in
good faith and in a manner he or she 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. 

         The Illinois Business Corporation Act provides for indemnification
of officers, directors, employees and agents as follows: 

                                    II-2
<PAGE>
<PAGE>

         5/8.75 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.  (a)  A corporation may 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 (other than an action by or in the right of
the corporation) by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or who 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 expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, if such 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 upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he or she reasonably believed to be in or not opposed to the best interests
of the corporation or, with respect to any criminal action or proceeding,
that the person had reasonable cause to believe that his or her conduct was
unlawful. 

         (b)     A corporation may 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 by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such 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, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action or suit, if such 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, provided that no indemnification shall
be made with respect to any claim, issue, or matter as to which such
person, has been adjudged to have been liable to the corporation, unless,
and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
shall deem proper. 

         (c)     To the extent that a director, officer, employee or agent
of a corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in subsections (a)
and (b), or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith. 

         (d)     Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the corporation only as authorized in
the specific case, upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in
subsections (a) or (b).  Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders. 

         (e)     Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the corporation as authorized in this
Section. 

         (f)     The indemnification and advancement of expenses provided
by or granted under the other subsections of this Section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office. 

         (g)     A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or who 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
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of his or her status as such, whether or

                                    II-3
<PAGE>
<PAGE>

not the corporation would have the power to indemnify such person against
such liability under the provisions of this Section. 

         (h)     If a corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the corporation shall
report the indemnification or advance in writing to the shareholders with
or before the notice of the next shareholders meeting. 

         (i)     For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its
directors, officers, and employees or agents, so that any person who was a
director, officer, employee or agent of such merging corporation, or was
serving at the request of such merging 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 Section with respect to the surviving corporation as such person
would have with respect to such merging corporation if its separate
existence had continued. 

         (j)     For purposes of this Section, reference to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
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.  A person who acted in
good faith and in a manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interest
of the corporation" as referred to in this Section. 

         (k)     The indemnification and advancement of expenses provided
by or granted under this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of that person. (Last amended by P.A.
88-43, L. '93, eff. 1-1-94.)

         The Company has purchased $20 million in 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 fiduciary liability coverage up to a $2 million limit
and trust errors and omissions coverage up to a limit of $5 million.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1     Amended and Restated Articles of Incorporation of Wintrust
                 Financial Corporation (incorporated by reference to
                 Exhibit 3.1 to Registrant's Form S-1 Registration
                 Statement (No. 333-18699) filed with the Commission on
                 December 24, 1996).

         4.2     By-Laws of Wintrust Financial Corporation (incorporated by
                 reference to pages AC-1 to AC-16 of Amendment No. 1 to
                 Registrant's Form S-4 Registration Statement (No. 333-
                 4645) filed with the Commission on July 22, 1996).

         4.3     Wintrust Financial Corporation 1997 Stock Incentive Plan
                 (incorporated by reference to Appendix A to Registrant's
                 Proxy Statement filed with the Commission on April 30,
                 1997).

         4.4     Wintrust Financial Corporation Employee Stock Purchase
                 Plan (incorporated by reference to Appendix B to
                 Registrant's Proxy Statement filed with the Commission on
                 April 30, 1997). 

                                    II-4
<PAGE>
<PAGE>
         5.1     Opinion of Vedder, Price, Kaufman & Kammholz regarding the
                 legality of any original issuance of Common Stock.

         23.1    Consent of KPMG Peat Marwick LLP.

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

         24.1    Power 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 (and each filing of the
                 Plan's annual report pursuant to 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 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.

                                    II-5
<PAGE>
<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 Lake Forest, State
of Illinois, on this 23rd day of July, 1997.

                                   Wintrust Financial Corporation



                                   By: HOWARD D. ADAMS                      
                                       ------------------------------------
                                       Howard D. Adams
                                       Chairman and Chief Executive Officer

        We, the undersigned directors of Wintrust Financial Corporation,
and each of us, do hereby constitute and appoint each and any of Howard D.
Adams, Edward J. Wehmer and David A. Dykstra 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, this
Registration Statement has been signed by the following persons on the 23rd
day of July, 1997 in the capacities indicated.

         Signature                                     Title
         ---------                                     -----


         HOWARD D. ADAMS
------------------------------         Chairman and Chief Executive Officer
         Howard D. Adams



        DAVID A. DYKSTRA
------------------------------                Chief Financial Officer
        David A. Dykstra                (and Principal Accounting Officer)



        EDWARD J. WEHMER
------------------------------                President and Director
        Edward J. Wehmer                                 


          JOSEPH ALAIMO
------------------------------                       Director
          Joseph Alaimo                                  

          ALAN W. ADAMS
------------------------------                       Director
          Alan W. Adams
                                    II-6
<PAGE>
<PAGE>

            Signature                                  Title
           ----------                                  -----


           PETER CRIST
------------------------------                       Director
           Peter Crist                                   


      MAURICE F. DUNNE, JR.
------------------------------                       Director
      Maurice F. Dunne, Jr.                              


      EUGENE HOTCHKISS, III
------------------------------                       Director
      Eugene Hotchkiss, III                              


         JOHN S. LILLARD
------------------------------                       Director
         John S. Lillard                                 


        JAMES E. MAHONEY
------------------------------                       Director
        James E. Mahoney                                 


        JAMES B. MCCARTHY
------------------------------                       Director
        James B. McCarthy                                


    MARGUERITE SAVARD MCKENNA
------------------------------                       Director
    Marguerite Savard McKenna                            


        ALBIN F. MOSCHNER
------------------------------                       Director
        Albin F. Moschner                                


      HOLLIS W. RADEMACHER
------------------------------                       Director
      Hollis W. Rademacher                               


      J. CHRISTOPHER REYES
------------------------------                       Director
      J. Christopher Reyes                               


         JOHN N. SCHAPER
------------------------------                       Director
         John N. Schaper

                                    II-7
<PAGE>
<PAGE>

            Signature                                  Title
           ----------                                  -----


        JOHN J. SCHORNACK
------------------------------                       Director
        John J. Schornack                                


          JANE R. STEIN
------------------------------                       Director
          Jane R. Stein                                  


     KATHARINE V. SYLVESTER
------------------------------                       Director
     Katharine V. Sylvester                              


       LEMUEL H. TATE, JR.
------------------------------                       Director
       Lemuel H. Tate, Jr.                               



------------------------------                       Director
          Larry Wright                                   



        Pursuant to the requirements of the Securities Act of 1933, the
Compensation and Nominating Committee of the Wintrust Financial Corporation
Board of Directors has duly caused this Registration Statement on its
behalf by the undersigned, thereunto duly authorized, in the City of Lake
Forest, State of Illinois, on July 23, 1997.

                                   Wintrust Financial Corporation
                                   Employee Stock Purchase Plan


                                   By: HOWARD D. ADAMS
                                       -------------------------------------
                                       Howard D. Adams
                                       Chairman and Chief Executive Officer

                                    II-8
<PAGE>
<PAGE>

<TABLE>
<CAPTION>

                              INDEX TO EXHIBITS

Exhibit
Number                          Description of Exhibit
------                          ----------------------
<S>                                       <C>

 4.1       Amended and Restated Articles of Incorporation of Wintrust
           Financial Corporation (incorporated by reference to Exhibit 3.1
           to Registrant's Form S-1 Registration Statement (No. 333-18699)
           filed with the Commission on December 24, 1996).

 4.2       By-Laws of Wintrust Financial Corporation (incorporated by
           reference to pages AC-1 to AC-16 of Amendment No. 1 to
           Registrant's Form S-4 Registration Statement (No. 333-4645)
           filed with the Commission on July 22, 1996).

 4.3       Wintrust Financial Corporation 1997 Stock Incentive Plan
           (incorporated by reference to Appendix A to Registrant's Proxy
           Statement filed with the Commission on April 30, 1997).

 4.4       Wintrust Financial Corporation Employee Stock Purchase Plan
           (incorporated by reference to Appendix B to Registrant's Proxy
           Statement filed with the Commission on April 30, 1997). 

 5.1       Opinion of Vedder, Price, Kaufman & Kammholz regarding the
           legality of any original issuance of Common Stock.

23.1       Consent of KPMG Peat Marwick LLP.

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

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

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 67305}]
{"company-data": {"conformed-name": "WINTRUST FINANCIAL CORP", "cik": "0001015328", "assigned-sic": "6022", "irs-number": "363873352", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33459", "film-number": "97657621"}, "business-address": {"street1": "727 N BANK LANE", "city": "LAKE FOREST", "state": "IL", "zip": "60045", "phone": "8472342882"}, "mail-address": {"street1": "727 N BANK LN", "city": "LAKE FOREST", "state": "IL", "zip": "60045"}}
As filed with the Securities and Exchange Commission on August 12, 1997    
                                                    Registration No. 333-   
========================================================================   
                                                                            

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                 __________

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

                       WINTRUST FINANCIAL CORPORATION
           (Exact name of registrant as specified in its charter)

            Illinois                                         36-3873352
  (State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

                             727 North Bank Lane
                        Lake Forest, Illinois  60045
  (Address, including zip code of registrant's principal executive office)
                            ____________________

                       WINTRUST FINANCIAL CORPORATION
                          1997 STOCK INCENTIVE PLAN
                                     and
                       WINTRUST FINANCIAL CORPORATION
                        EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the plans)
                                 __________

                              David A. Dykstra
                       Wintrust Financial Corporation
                             727 North Bank Lane
                        Lake Forest, Illinois  60045
                               (847) 615-4096
          (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
                                 Suite 2500
                          Chicago, Illinois  60601
                               (312) 609-7686
                                 __________
CALCULATION OF REGISTRATION FEE
===============================================================================================
                                     Amount to  Proposed Maximum  Proposed Maximum   Amount of
Title of Securities                     be          Offering          Aggregate    Registration
 to Be Registered                   Registered   Price Per Share   Offering Price       Fee
-----------------------------------------------------------------------------------------------
Common Stock, without par value (1)  1,937,359     $12.77(2)       $24,740,092.58    $7,497.00
Common Stock, without par
  value (3)(4)                         250,000     $17.69(5)       $ 4,422,500.00    $1,340.15
Common Stock, without par value (6)     18,945     $17.69(5)       $   335,137.05    $  101.56
===============================================================================================
(1)       Reflects shares that may be issued pursuant to the Wintrust
          Financial Corporation 1997 Stock Incentive Plan.

(2)       Estimated solely for the purpose of calculating the registration
          fee pursuant to Rule 457(h)(l) based on the aggregate of (a) the
          weighted average strike price of $9.96 per share for 1,233,615
          shares covered by options outstanding under the Plan as of May 22,
          1997, and (b) the average of the high and low sales prices for the
          Common Stock reported on the Nasdaq National Market(SM) on
          August 6, 1997, ($17.69) for each of the remaining 703,744 shares
          that may be issued pursuant to the Wintrust Financial Corporation
          1997 Stock Incentive Plan.

(3)       Reflects shares that may be issued pursuant to the Wintrust
          Financial Corporation Employee Stock Purchase Plan.

(4)       In addition, pursuant to Rule 416(c), this registration statement
          also covers an indeterminate amount of interests to be offered or
          sold pursuant to the Wintrust Financial Corporation Employee Stock
          Purchase Plan described herein.

(5)       Estimated solely for the purpose of calculating the registration
          fee pursuant to Rule 457(h)(l) based on the average of the high
          and low sales prices for the Common Stock reported on the Nasdaq
          National Market(SM) on August 6, 1997, ($17.69).

(6)       Reflects shares of Common Stock acquired upon the exercise of
          stock options granted under predecessor plans to the Wintrust
          Financial Corporation 1997 Stock Incentive Plan, which shares are
          being registered on behalf of certain selling shareholders.

===========================================================================
PART I

                  INFORMATION REQUIRED IN THE SECTION 10(a)

                                PROSPECTUSES

Note:   This Registration Statement relates to two forms of Prospectuses. 
        With respect to the issuance of shares by Wintrust Financial
        Corporation to plan participants, documents containing the
        information required by this section will be given to persons
        eligible to participate in the Wintrust Financial Corporation 1997
        Stock Incentive Plan and the Wintrust Financial Corporation
        Employee Stock Purchase Plan (the "Plans"), respectively, and are
        not required to be filed with the Commission as a part of this
        Registration Statement.

        The Prospectus filed as part of this Registration Statement has
        been prepared in accordance with Part I of Form S-3, and may be
        used in connection with the reoffer or resale of unregistered
        shares of Common Stock acquired by employees of certain of the
        Company's subsidiaries pursuant to the exercise of options issued
        under certain predecessors to the Wintrust Financial Corporation
        1997 Stock Incentive Plan, which exercises occurred prior to the
        filing of this Registration Statement.
PROSPECTUS
----------
                            _____________________

                                18,945 Shares

                       WINTRUST FINANCIAL CORPORATION

                                Common Stock
                            _____________________

        This Prospectus relates to 18,945 shares of Common Stock, without
par value (the "Common Stock"), of Wintrust Financial Corporation (the
"Company"), being registered for the account of certain shareholders of the
Company pursuant to a registration statement of which this prospectus is a
part (such selling shareholders are referred to herein individually as a
"Selling Shareholder" and, collectively, as the "Selling Shareholders"). 
The Company will not receive any of the proceeds from the sale of shares,
if any, by the Selling Shareholders.  See "SELLING SHAREHOLDERS."  The
shares covered hereby are being registered to enable each Selling
Shareholder to publicly sell all or a portion of his shares of the Common
Stock.  The shares were acquired upon exercise of certain stock options
granted to the Selling Shareholders by certain of the Company's predecessor
corporations.  See "SELLING SHAREHOLDERS."  Resales of the Common Stock may
be made on the Nasdaq National Market(SM), in the over-the-counter market
or in private transactions, at market prices prevailing at the time of sale
or at negotiated prices.  The Common Stock will be offered for sale on
terms to be determined when the agreement to sell is made or at the time of
sale, as the case may be.  The Selling Shareholders may sell some or all of
the Common Stock in transactions involving broker-dealers, who may act
solely as agent and/or may acquire the Common Stock as principal. 
Broker-dealers participating in such transactions as agent may receive
commissions from the Selling Shareholders (and, if they act as agent for
the purchaser of the Common Stock, from such purchaser), such commissions
to be computed in appropriate cases in accordance with the applicable rules
of Nasdaq National Market(SM), which commissions may be at negotiated rates
where permissible under such rules.  See "PLAN OF DISTRIBUTION."  In
addition or alternatively, the Common Stock may be sold by the Selling
Shareholders and by or through broker-dealers in special offerings,
exchange distributions or secondary distribution pursuant to and in
compliance with the governing rules of Nasdaq National Market(SM), and in
connection therewith commissions in excess of the customary commission may
be paid to participating broker-dealers, or, in the case of certain
secondary distributions, a discount or concession from the offering price
may be allowed to participating broker-dealers in excess of such customary
commission.

        There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the Common Stock.  The Company
has agreed to bear all expenses (other than underwriting discounts and
selling commissions) in connection with the registration of the Common
Stock.

        The Selling Shareholders and any brokers, dealers or agents that
participate with the Selling Shareholders in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by such persons may be deemed
to be underwriting commissions or discounts under the Securities Act.  See
"PLAN OF DISTRIBUTION."

        The Common Stock is quoted on the Nasdaq National Market(SM) under
the trading symbol "WTFC."  As of August 6, 1997, the last sale price of
the Common Stock on Nasdaq National Market(SM) was $18.50 per share, and
the average of high and low sales prices under the consolidated reporting
system for such day was $17.69.

        Prospective investors should carefully consider the factors set
forth under "RISK FACTORS" beginning on page 4 of this Prospectus.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

              The date of this Prospectus is August ___, 1997.
No dealer, salesperson or other person has been authorized to give
information or to make any representation not contained in this Prospectus
in connection with the offer contained herein, and, if given or made, such
information or representation must not be relied upon as having been
authorized by the Company, the Selling Shareholders or any Underwriter. 
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date as of which information
is set forth herein.  This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation.

                            _____________________

                              TABLE OF CONTENTS

                                                                        Page
                                                                        ----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . 3

THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 7

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . 7

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
AVAILABLE INFORMATION

        The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"), including but not
limited to filing with the Commission annual reports on Form 10-K within
90 days of year-end, quarterly reports on Form 10-Q within 45 days of
quarter-end, and other current reports on Form 8-K.  The Company is also
subject to the proxy solicitation rules, reporting requirements and
restrictions on stock purchases and sales by directors, officers and
greater than 10% shareholders, and certain other requirements of the
Exchange Act.  Such reports and other information (including proxy and
information statements) filed by the Company can be inspected and copied at
the prescribed rates at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission at the following locations: Seven World
Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison
Street, 14th Floor, Chicago, Illinois 60661.  This information is also
available on the Internet at the Commission's website.  The address for the
website is http://www.sec.gov.

        The Company has filed with the Commission a Registration Statement
on Form S-8 (the "Registration Statement"), of which this Prospectus forms
a part, covering the shares to be sold pursuant to this offering.  As
permitted by the rules and regulations of the Commission, this Prospectus
omits certain information, exhibits and undertakings contained in the
Registration Statement.  For further information, reference is hereby made
to the Registration Statement.

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The Annual Report of the Company on Form 10-K for the year ended
December 31, 1996, the Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1997, and the description of the Common Stock
contained in the Company's Form 8-A Registration Statement filed on
January 3, 1997, have been filed with the Commission and are hereby
incorporated by reference and made a part of this Prospectus.

        All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in
another subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. 
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

        The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by
reference (other than certain exhibits to such documents).  Requests for
such copies should be directed to David A. Dykstra, Wintrust Financial
Corporation, 727 North Bank Lane, Lake Forest, Illinois 60045 (telephone
(847) 615-4096).

                                 THE COMPANY

        Wintrust Financial Corporation, an Illinois corporation (the
"Company"), is a financial services holding company headquartered in Lake
Forest, Illinois.  The Company engages in community banking and specialty
finance through its operating subsidiaries, currently comprised of North
Shore Community Bank and Trust Company ("North Shore Bank"); Lake Forest
Bank and Trust Company ("Lake Forest Bank"); Hinsdale Bank and Trust
Company ("Hinsdale Bank"); Libertyville Bank and Trust Company
("Libertyville Bank"); Barrington Bank and Trust Company, N.A. ("Barrington
Bank"); and First Premium Services, Inc. ("First Premium").

        Through its banking subsidiaries, Lake Forest Bank, Hinsdale Bank,
North Shore Bank, Libertyville Bank and Barrington Bank (collectively, the
"Banks"), the Company provides community-oriented, personal and commercial
banking services in affluent suburbs of Chicago, Illinois.  Through First

                                      3
Premium, the Company is in the business of originating commercial insurance
premium finance loans on a national basis, a portion of which are purchased
by the Banks.  In September 1996, the Banks and First Premium, which were
previously affiliated but separately owned, became subsidiaries of the
Company as a result of a transaction which joined their respective holding
companies under one parent company.

        The Company's executive offices are located at 727 North Bank Lane,
Lake Forest, Illinois, 60045, and its telephone number is (847) 615-4096.

                                RISK FACTORS

        Prospective investors should consider carefully the following
factors associated with the ownership of Common Stock together with the
other information contained in this Prospectus.

Impact of De Novo Operations and Branch Openings on Profitability

        The Company's recent historical results have been impacted by its
strategy of de novo bank formations and branch openings.  Each of the Banks
was organized as a de novo banking organization within the past six years
and each of the various branch facilities was also newly opened by the
respective Banks.  Management believes that de novo banks may typically
require 18 months to three years of operations before becoming profitable,
due to the impact of organizational and overhead expenses, the start-up
phase of generating deposits and the time lag typically involved in
redeploying deposits into attractively priced loans and other higher
yielding earning assets.  While the Company achieved first months of
profitable operations at Lake Forest Bank and Hinsdale Bank within 15 to 17
months, openings of additional full-service branches in Glencoe in 1995 and
in Winnetka in 1996 have extended the time for North Shore Bank to achieve
profitability.  North Shore Bank, which commenced operations in September
1994, recorded net losses for 1994, 1995 and 1996 and is expected to be
profitable in 1997.  Barrington Bank, which was opened in December 1996, is
still in its initial phase of operations and is not yet profitable. 
Libertyville Bank, which commenced operations in October 1995, is also in
its start-up phase and is expected to be profitable in 1997.

        The level of reported net income and return on average assets for
the Company will in the near term continue to be impacted by start-up costs
associated with these de novo bank and branching operations.

Reliance on Key Personnel

        The Company's success to date has been influenced strongly by its
ability to attract and to retain senior management experienced in banking
and financial services.  The Company's ability to retain the management
teams of each of the Banks and First Premium, and, as the Company grows, to
attract and retain qualified additional senior and middle management will
continue to be important to successful implementation of the Company's
strategies.  The Company does not currently maintain key-man life insurance
policies.  The unexpected loss of services of any key management personnel,
or the inability to recruit and retain qualified personnel in the future,
could have an adverse effect on the Company's business and financial
results.  The Company has entered into employment agreements with each of
Howard D. Adams and Edward J. Wehmer, the Company's Chairman and President,
respectively, as well as other senior officers of the Company and certain
of its subsidiaries.

Allowance for Loan Losses

        The Company's allowance for loan losses is established in
consultation with management of its operating subsidiaries and is
maintained at a level considered adequate by management to absorb
anticipated loan losses.  The Company has not experienced any significant
charge-offs since 1991 except for certain losses on the sale of lease
portfolios in 1991 and 1992.  The Company ceased its leasing operations in
1992.  The amount of future losses is susceptible to changes in economic,
operating and other conditions, including changes in interest rates, that
may be beyond the Company's control, and such losses may exceed current
estimates.  Though management uses the best information available to it and
draws upon many years of banking experience in estimating the allowance for
loan losses, de novo bank loan portfolios are by their nature unseasoned. 
As a result, estimating loan loss allowances for the Banks is more
difficult, and therefore the Banks may be more susceptible to changes in

                                      4
estimates, and to losses exceeding estimates, than banks with more seasoned
loan portfolios.  Although management believes that the allowance for loan
losses is adequate to absorb losses on any existing loans that may become
uncollectible, there can be no assurance that the allowance will prove
sufficient to cover actual loan losses in the future.

Effect of Interest Rates

        Like most banks, the Banks realize income primarily from the spread
between interest earned on loans and investments and the interest paid on
deposits and borrowings.  It is expected that the Banks, from time to time,
will experience "gaps" in the interest rate sensitivities of their assets
and liabilities, meaning that either their interest-bearing liabilities
will be more sensitive to changes in market interest rates than their
interest-earning assets, or vice versa.  In either event, if market
interest rates should move contrary to the Banks' position, the "gap" will
work against the Banks and their earnings may be negatively affected. 
Management actively monitors the interest rate sensitivities of the assets
and liabilities of the Banks in an effort to prevent any gaps from
approaching imprudent levels.

Competition

        The Company competes in the financial services industry primarily
by emphasizing highly responsive personalized customer service.  The
financial services business is highly competitive and the Company
encounters strong direct competition for deposits, loans and other
financial services in all of its market areas.  The Company's principal
competitors include other commercial banks, savings banks, savings and loan
associations, mutual funds, money market funds, finance companies, credit
unions, mortgage companies, private issuers of debt obligations and
suppliers of other investment alternatives, such as securities firms.  In
addition, in recent years, several major multi-bank holding companies have
entered or expanded in the Chicago metropolitan market.  Generally, these
financial institutions are significantly larger than the Company and have
greater access to capital and other resources.  Many of the Company's non-
bank competitors are not subject to the same degree of regulation as that
imposed on bank holding companies, federally insured banks and national or
Illinois chartered banks.  As a result, such non-bank competitors have
advantages over the Company in providing certain services.  The Company
competes for deposits principally by offering depositors a variety of
deposit programs at attractive interest rates, convenient office locations,
hours and other services, and competes for loan originations primarily
through the interest rates and loan fees it charges, the efficiency and
quality of services it provides to borrowers and the variety of its loan
products.

Certain Anti-Takeover Provisions

        Certain provisions of the Company's Amended and Restated Articles
of Incorporation (the "Articles") and by-laws (the "By-Laws") and the
Illinois Business Corporation Act ("IBCA") may have the effect of impeding
the acquisition or control of the Company by means of a tender offer, a
proxy fight, open-market purchases or otherwise in a transaction not
approved by the board of directors of the Company (the "Board of
Directors").  In addition, it is anticipated that the Board of Directors
may consider and may implement a shareholder rights plan to deter coercive,
hostile bids for corporate control.  Such provisions, and a rights plan if
adopted, may have the effect of discouraging a future takeover attempt
which is not approved by the Board of Directors.  Certain provisions will
also render the removal of the current Board of Directors or management of
the Company more difficult.  Among other provisions, the Company's Articles
and By-Laws include the authorization of "blank check" preferred stock, a
staggered board of directors, limiting the filling of Board of Directors
vacancies to the Board of Directors, prohibitions on shareholder action by
written consent, election of the IBCA "fair price" provision, requiring
advance notice with respect to shareholder proposals and director
nominations and requiring an 85 percent vote of the shareholders to amend
certain anti-takeover provisions in the Articles and By-Laws.

Regulatory Restrictions on Dividends

        The Company has not previously paid regular quarterly dividends. 
While there can be no assurances, it is anticipated that the Company may
commence payment of dividends, out of funds legally available therefor. 
The Company's sources of funds for dividend payments will consist primarily
of dividends from its direct and indirect subsidiaries.  Under the
provisions of the Illinois Banking Act, dividends may not be declared by
North Shore Bank, Lake Forest Bank, Hinsdale Bank nor Libertyville Bank
except out of each Bank's net profits (as defined therein), and unless each
Bank has transferred to surplus at least one-tenth of its net profits since

                                      5
the date of the declaration of the last preceding dividend, until the
amount of its surplus is at least equal to its capital.  Presently, the
surplus of each of these Banks equals or exceeds regulatory capital. 
However, as Federal Reserve member banks, dividends declared in any
calendar year by any of the Banks may not exceed its net profit for the
year plus its retained net profits for the preceding two years.  In
addition, each of North Shore Bank, Libertyville Bank and Barrington Bank
is subject to additional restrictions prohibiting the payment of dividends
by a de novo bank in its first three years of operations.  The de novo
periods will end for North Shore Bank, Libertyville Bank and Barrington
Bank in September 1997, October 1998, and December 1999, respectively. 
Subsequent to these dates, the Banks would be allowed to pay dividends
subject to the regulatory limitations that are applicable to all state-
chartered, Federal Reserve member banks, or in the case of Barrington Bank,
national banks.

        In addition, the payment of dividends may be restricted under
certain financial covenants in the Company's revolving line of credit.

Financial Institution Regulation

        The Company, the Banks and their bank holding companies are subject
to extensive federal and state legislation, regulation and supervision. 
Recently enacted, proposed and future legislation and regulations have had,
will continue to have or may have significant impact on the financial
services industry.  Some of the legislative and regulatory changes may
benefit the Company and the Banks; others, however, may increase their
costs of doing business and thereby assist competitors.

Forward-looking Statements

        This Prospectus and the documents incorporated herein by reference
contain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").  Such forward-looking statements may be
deemed to include, among other things, statements relating to anticipated
improvements in financial performance and management's long-term
performance goals, as well as statements relating to the Company's business
and growth strategies, including anticipated internal growth and plans to
pursue additional specialized earning asset niches, to form additional de
novo banks and new branch offices, and to pursue potential development or
acquisition of specialty finance businesses.  Actual results could differ
materially from those addressed in the forward-looking statements as a
result of the factors discussed in this "RISK FACTORS" section and
elsewhere in the documents incorporated herein by reference.

                               USE OF PROCEEDS

        The Company will not receive any proceeds from the sale of the
Common Stock offered by the Selling Shareholders.

                                      6
SELLING SHAREHOLDERS

        The following table sets forth certain information regarding the
Selling Shareholders.  The Selling Shareholders acquired the Common Stock
owned by them pursuant to the exercise of certain options granted to them
under stock option plans implemented by certain of the Company's
predecessor corporations which options were converted under the terms of
such plans into the right to purchase shares of the Company's Common Stock. 
Such predecessor plans have been amended, restated and combined into the
Wintrust Financial Corporation 1997 Stock Incentive Plan.
Shares Owned       Number of       Shares Owned
          Selling           Prior to       Shares Being          After
       Shareholders         Offering        Registered        Offering(2)
       ------------         --------        ----------        -----------
Carl L. Eckenbrecht    17,014           16,411               603
      John T. Shutack        11,567(1)         2,534             9,033
                             ------           ------             -----
             Total           28,581           18,945             9,636
                             ======           ======             =====
-------------------
(1)   In addition, Mr. Shutack holds warrants to purchase 500 shares of the
      Company's Common Stock.
(2)   Assuming all of the shares covered by this Prospectus are sold.

                            PLAN OF DISTRIBUTION

      Resales of the Common Stock may be made on the Nasdaq National
Market(SM) in the over-the-counter market or in private transactions, at
market prices prevailing at the time of sale or at negotiated prices.  The
Common Stock will be offered for sale on terms to be determined when the
agreement to sell is made or at the time of sale, as the case may be.  The
Selling Shareholders may sell some or all of the Common Stock in
transactions involving broker-dealers, who may act solely as agent and/or
may acquire the Common Stock as principal.  Broker-dealers participating in
such transactions as agent may receive commissions from the Selling
Shareholders or any pledgee (and, if they act as agent for the purchaser of
such Shares, from such purchaser), such commissions to be computed in
appropriate cases in accordance with the applicable rules of Nasdaq
National Market(SM), which commissions may be at negotiated rates where
permissible under such rules.

      In addition or alternatively, the Common Stock may be sold by the
Selling Shareholders and by or through broker-dealers in special offerings,
exchange distributions or secondary distributions pursuant to and in
compliance with the governing rules of Nasdaq National Market(SM), and in
connection therewith commissions in excess of the customary commission may
be paid to participating broker-dealers, or, in the case of certain
secondary distributions, a discount or concession from the offering price
may be allowed to participating broker-dealers in excess of such customary
commission.

      There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the Common Stock.  The Company
has agreed to bear all expenses (but not underwriting discounts and selling
commissions) in connection with the registration of the Common Stock.

      The Selling Shareholders and any brokers, dealers, agents, member
firm or others that participate with the Selling Shareholders in the
distribution of the Common Stock may be deemed to be "underwriters" within
the meaning of the Act, and any commissions or fees received by such
persons and any profit on the resale of the Shares purchased by such person
may be deemed to be underwriting commissions or discounts under the Act.

      The Company has advised the Selling Shareholders of their obligations
under the Exchange Act to avoid market manipulation of the Shares
(including, without limitation, their obligation not to purchase or solicit
purchases by others of any of the shares during the five business days
preceding the commencement of any offers or sales of the Shares by any of
the Selling Shareholders) until the offering pursuant to this Prospectus by
all Selling Shareholders has been completed.

                                      7
The Company has also advised the Selling Shareholders of their
obligations under the Securities Act to deliver copies of this Prospectus
to any purchaser of their Shares.

      In order to comply with certain states' securities laws, if
applicable, the Common Stock will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Common Stock may not be sold unless the Common Stock has been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.

                                LEGAL MATTERS

      The validity of the Common Stock offered hereby will be passed upon
for the Company by Vedder, Price, Kaufman & Kammholz, Chicago, Illinois.  

      Douglas J. Lipke, a partner in the law firm of Vedder, Price, Kaufman
& Kammholz, serves as a non-voting advisor to the Hinsdale Bank board of
directors.  As of June 30, 1997, Mr. Lipke owned 5,105 shares to purchase
1,834 shares and options to purchase 2,413 shares of Common Stock.

                                   EXPERTS

      The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996
and incorporated by reference herein, have been audited by KPMG Peat
Marwick LLP, independent public accountants, as indicated in their report
with respect thereto, and are incorporated by reference herein in reliance
upon the authority of said Firm as experts in accounting and auditing.

                                      8
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 Wintrust Financial Corporation, an
Illinois corporation ("Wintrust" or "Registrant"), are incorporated, as of
their respective filing dates, in this Registration Statement by reference:

         A.      Wintrust's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1996.

         B.      Wintrust's Quarterly Report on Form 10-Q for the period
                 ended March 31, 1997.

         C.      All other reports filed by Wintrust pursuant to Sections
                 13(a) or 15(d) of the Securities Exchange Act of 1934
                 since December 31, 1996.

         D.      The description of Wintrust's Common Stock contained in
                 Wintrust's Registration Statement filed with the
                 Commission pursuant to Section 12 of the Securities
                 Exchange Act of 1934 on Form 8-A (Registration No. 0-
                 21923) and all amendments or reports filed for the purpose
                 of updating such description.

         All documents filed by Wintrust pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of
a post-effective amendment which indicates that all securities offered 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 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.

         The validity of the issuance of the Common Stock offered hereby
will be passed upon for Wintrust by Vedder, Price, Kaufman & Kammholz,
Chicago, Illinois.  Douglas J. Lipke, a partner in the law firm of Vedder,
Price, Kaufman & Kammholz, serves as a non-voting advisor to the board of
directors of Hinsdale Bank and Trust Company, a subsidiary of Wintrust.  As
of June 30, 1997, Mr. Lipke owned 5,105 shares, warrants to purchase 1,834
shares and options to purchase 2,413 shares of common stock.

Item 6.  Indemnification of Directors and Officers.

         In accordance with the Illinois Business Corporation Act (being
Chapter 805, Act 5 of the Illinois Compiled Statutes), Articles Eight and
Nine of the Registrant's Articles of Incorporation provide as follows: 

         ARTICLE EIGHT:  No director of the corporation shall be liable to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director except for liability (a) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (b) for
acts or omissions not in good faith or that involve intentional misconduct
of a knowing violation of law, (c) under Section 8.65 of the BCA, as the 
same exists or hereafter may be amended, or (d) for any transaction from
which the director derived an improper personal benefit. 

                                    II-1
ARTICLE NINE, Paragraph 1:  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 or she is or was a director, officer, employee or agent of the
corporation, or who 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 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 or
she 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, 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.  Expenses incurred in
defending a civil, criminal, administrative, investigative or other action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding in accordance with the
provisions of Section 8.75 of the BCA. 

         The indemnification and advancement of expenses provided by this
Article 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 shareholders, or disinterested directors or otherwise, both as to
action in his official capacity and as to action in any other 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. 

         Paragraph 2:  The corporation may purchase and maintain insurance
on behalf of any person referred to in the preceding paragraph against any
liability asserted against him or her and incurred by him or her in any
such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under the provisions of this Article or otherwise. 

         Paragraph 3:  For purposes of this Article, 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, 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 or she would have with respect to such constituent
corporation if its separate existence had continued. 

         Paragraph 4:  The provisions of this Article 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 BCA, 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. 

         Paragraph 5:  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 any employee
benefit plan, its participants, or beneficiaries; and a person who acted in
good faith and in a manner he or she 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. 

         The Illinois Business Corporation Act provides for indemnification
of officers, directors, employees and agents as follows: 

                                    II-2
5/8.75 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.  (a)  A corporation may 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 (other than an action by or in the right of
the corporation) by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or who 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 expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, if such 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 upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he or she reasonably believed to be in or not opposed to the best interests
of the corporation or, with respect to any criminal action or proceeding,
that the person had reasonable cause to believe that his or her conduct was
unlawful. 

         (b)     A corporation may 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 by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such 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, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action or suit, if such 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, provided that no indemnification shall
be made with respect to any claim, issue, or matter as to which such
person, has been adjudged to have been liable to the corporation, unless,
and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court
shall deem proper. 

         (c)     To the extent that a director, officer, employee or agent
of a corporation has been successful, on the merits or otherwise, in the
defense of any action, suit or proceeding referred to in subsections (a)
and (b), or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection therewith. 

         (d)     Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the corporation only as authorized in
the specific case, upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in
subsections (a) or (b).  Such determination shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders. 

         (e)     Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the corporation as authorized in this
Section. 

         (f)     The indemnification and advancement of expenses provided
by or granted under the other subsections of this Section shall not be
deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office. 

         (g)     A corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent
of the corporation, or who 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
any liability asserted against such person and incurred by such person in
any such capacity, or arising out of his or her status as such, whether or

                                    II-3
not the corporation would have the power to indemnify such person against
such liability under the provisions of this Section. 

         (h)     If a corporation has paid indemnity or has advanced
expenses to a director, officer, employee or agent, the corporation shall
report the indemnification or advance in writing to the shareholders with
or before the notice of the next shareholders meeting. 

         (i)     For purposes of this Section, references to "the
corporation" shall include, in addition to the surviving corporation, any
merging corporation (including any corporation having merged with a merging
corporation) absorbed in a merger which, if its separate existence had
continued, would have had the power and authority to indemnify its
directors, officers, and employees or agents, so that any person who was a
director, officer, employee or agent of such merging corporation, or was
serving at the request of such merging 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 Section with respect to the surviving corporation as such person
would have with respect to such merging corporation if its separate
existence had continued. 

         (j)     For purposes of this Section, reference to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
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.  A person who acted in
good faith and in a manner he or she reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interest
of the corporation" as referred to in this Section. 

         (k)     The indemnification and advancement of expenses provided
by or granted under this Section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of that person. (Last amended by P.A.
88-43, L. '93, eff. 1-1-94.)

         The Company has purchased $20 million in 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 fiduciary liability coverage up to a $2 million limit
and trust errors and omissions coverage up to a limit of $5 million.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1     Amended and Restated Articles of Incorporation of Wintrust
                 Financial Corporation (incorporated by reference to
                 Exhibit 3.1 to Registrant's Form S-1 Registration
                 Statement (No. 333-18699) filed with the Commission on
                 December 24, 1996).

         4.2     By-Laws of Wintrust Financial Corporation (incorporated by
                 reference to pages AC-1 to AC-16 of Amendment No. 1 to
                 Registrant's Form S-4 Registration Statement (No. 333-
                 4645) filed with the Commission on July 22, 1996).

         4.3     Wintrust Financial Corporation 1997 Stock Incentive Plan
                 (incorporated by reference to Appendix A to Registrant's
                 Proxy Statement filed with the Commission on April 30,
                 1997).

         4.4     Wintrust Financial Corporation Employee Stock Purchase
                 Plan (incorporated by reference to Appendix B to
                 Registrant's Proxy Statement filed with the Commission on
                 April 30, 1997). 

                                    II-4
5.1     Opinion of Vedder, Price, Kaufman & Kammholz regarding the
                 legality of any original issuance of Common Stock.

         23.1    Consent of KPMG Peat Marwick LLP.

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

         24.1    Power 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 (and each filing of the
                 Plan's annual report pursuant to 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 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.

                                    II-5
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 Lake Forest, State
of Illinois, on this 23rd day of July, 1997.

                                   Wintrust Financial Corporation

                                   By: HOWARD D. ADAMS                      
                                       ------------------------------------
                                       Howard D. Adams
                                       Chairman and Chief Executive Officer

        We, the undersigned directors of Wintrust Financial Corporation,
and each of us, do hereby constitute and appoint each and any of Howard D.
Adams, Edward J. Wehmer and David A. Dykstra 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, this
Registration Statement has been signed by the following persons on the 23rd
day of July, 1997 in the capacities indicated.

         Signature                                     Title
         ---------                                     -----

         HOWARD D. ADAMS
------------------------------         Chairman and Chief Executive Officer
         Howard D. Adams

        DAVID A. DYKSTRA
------------------------------                Chief Financial Officer
        David A. Dykstra                (and Principal Accounting Officer)

        EDWARD J. WEHMER
------------------------------                President and Director
        Edward J. Wehmer                                 

          JOSEPH ALAIMO
------------------------------                       Director
          Joseph Alaimo                                  

          ALAN W. ADAMS
------------------------------                       Director
          Alan W. Adams
                                    II-6
Signature                                  Title
           ----------                                  -----

           PETER CRIST
------------------------------                       Director
           Peter Crist                                   

      MAURICE F. DUNNE, JR.
------------------------------                       Director
      Maurice F. Dunne, Jr.                              

      EUGENE HOTCHKISS, III
------------------------------                       Director
      Eugene Hotchkiss, III                              

         JOHN S. LILLARD
------------------------------                       Director
         John S. Lillard                                 

        JAMES E. MAHONEY
------------------------------                       Director
        James E. Mahoney                                 

        JAMES B. MCCARTHY
------------------------------                       Director
        James B. McCarthy                                

    MARGUERITE SAVARD MCKENNA
------------------------------                       Director
    Marguerite Savard McKenna                            

        ALBIN F. MOSCHNER
------------------------------                       Director
        Albin F. Moschner                                

      HOLLIS W. RADEMACHER
------------------------------                       Director
      Hollis W. Rademacher                               

      J. CHRISTOPHER REYES
------------------------------                       Director
      J. Christopher Reyes                               

         JOHN N. SCHAPER
------------------------------                       Director
         John N. Schaper

                                    II-7
Signature                                  Title
           ----------                                  -----

        JOHN J. SCHORNACK
------------------------------                       Director
        John J. Schornack                                

          JANE R. STEIN
------------------------------                       Director
          Jane R. Stein                                  

     KATHARINE V. SYLVESTER
------------------------------                       Director
     Katharine V. Sylvester                              

       LEMUEL H. TATE, JR.
------------------------------                       Director
       Lemuel H. Tate, Jr.                               

------------------------------                       Director
          Larry Wright                                   

        Pursuant to the requirements of the Securities Act of 1933, the
Compensation and Nominating Committee of the Wintrust Financial Corporation
Board of Directors has duly caused this Registration Statement on its
behalf by the undersigned, thereunto duly authorized, in the City of Lake
Forest, State of Illinois, on July 23, 1997.

                                   Wintrust Financial Corporation
                                   Employee Stock Purchase Plan

                                   By: HOWARD D. ADAMS
                                       -------------------------------------
                                       Howard D. Adams
                                       Chairman and Chief Executive Officer

                                    II-8
INDEX TO EXHIBITS

Exhibit
Number                          Description of Exhibit
------                          ----------------------
4.1       Amended and Restated Articles of Incorporation of Wintrust
           Financial Corporation (incorporated by reference to Exhibit 3.1
           to Registrant's Form S-1 Registration Statement (No. 333-18699)
           filed with the Commission on December 24, 1996).

 4.2       By-Laws of Wintrust Financial Corporation (incorporated by
           reference to pages AC-1 to AC-16 of Amendment No. 1 to
           Registrant's Form S-4 Registration Statement (No. 333-4645)
           filed with the Commission on July 22, 1996).

 4.3       Wintrust Financial Corporation 1997 Stock Incentive Plan
           (incorporated by reference to Appendix A to Registrant's Proxy
           Statement filed with the Commission on April 30, 1997).

 4.4       Wintrust Financial Corporation Employee Stock Purchase Plan
           (incorporated by reference to Appendix B to Registrant's Proxy
           Statement filed with the Commission on April 30, 1997). 

 5.1       Opinion of Vedder, Price, Kaufman & Kammholz regarding the
           legality of any original issuance of Common Stock.

23.1       Consent of KPMG Peat Marwick LLP.

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

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