As filed with the Securities and Exchange Commission on July 23, 2002
                                                           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
                            (Full title of the plan)
                                ________________
                                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) 609-7500
                                ________________

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM
        TITLE OF SECURITIES            AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING       AMOUNT OF
          TO BE REGISTERED              REGISTERED        PER SHARE(1)            PRICE(1)       REGISTRATION FEE(2)
---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>                  <C>                  <C>
Common Stock, without par value*         900,000             $30.74             $27,666,000           $2,546
=====================================================================================================================
<FN>
* Including the preferred share purchase rights associated therewith.

(1)     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
        on July 22, 2002.
(2)     An aggregate of 2,650,063 shares (as adjusted to reflect all stock
        splits and dividends to date) are being carried forward from those
        shares previously registered by Registration Statement on Form S-8 (File
        Nos. 333-33459 and 333-52650). Registration fees of $7,497 and $1,765,
        respectively, were paid with respect to the shares registered in those
        filings. The previously registered shares being carried forward together
        with the shares being registered hereby represent the total number of
        shares reserved for issuance under the Plan.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the document
containing the information required by Part I of this Registration Statement on
Form S-8 also relates to the Registrant's shares of Common Stock previously
registered on Registration Statements on Form S-8 (File No. 333-33459 and File
No. 333-52650).

=====================================================================================================================
</FN>
</TABLE>


<PAGE>



                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                  PROSPECTUSES

Note:    This Registration Statement relates to the registration of 900,000
         additional shares of Common Stock of Wintrust Financial Corporation
         (the "Registrant" or "Wintrust") reserved for issuance and delivery
         under the Wintrust Financial Corporation 1997 Stock Incentive Plan, as
         amended (the "Plan"). The increase in the number of shares authorized
         to be issued under the Plan was approved by the Registrant's
         shareholders on May 23, 2002. Pursuant to the Form S-8 Registration
         Statements filed by the Registrant on August 12, 1997 and December 22,
         2000, the Registrant has previously registered an aggregate of
         3,581,038 shares of Common Stock (as adjusted to reflect all stock
         splits and stock dividends to date) of which 2,650,063 shares remain
         available for issuance under the Plan. The contents of those Form S-8
         Registration Statements (File Nos. 333-33459 and 333-52650) are
         incorporated herein by reference pursuant to General Instruction E for
         the Form S-8.

         The documents containing the information required by this section,
         which also relate to the shares remaining available which were
         previously registered under the above-referenced Registration
         Statements, will be given to those persons who participate in the Plan,
         all of whom are employees of the Registrant or its subsidiaries. Such
         documents are not required to be filed with the Commission as a part of
         this Registration Statement or as an Exhibit.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated, as of their
respective filing dates, in this Registration Statement by reference:

                  A. Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2001.

                  B. Registrant's Quarterly Report on Form 10-Q, as amended on
         Form 10-Q/A, for the period ended March 31, 2002.

                  C. Current Reports on Form 8-K dated January 17, 2002,
         February 20, 2002 and April 19, 2002.

                  D. Form S-8 Registration Statements (File Nos. 333-33459 and
         33-52650) filed with the Commission on August 12, 1997 and December 22,
         2000.

                  E. The description of Registrant's Common Stock contained in
         the Registrant's Registration Statement filed with the Commission
         pursuant to Section 12 of the Securities Exchange Act of 1934 (the
         "Exchange Act") on Form 8-A filed with the Commission on January 3,
         1997, and the description of Registrant's preferred share purchase
         rights contained in the Registrant's Registration Statement filed with
         the Commission pursuant to Section 12 of the Exchange Act on Form 8-A
         filed with the Commission on August 28, 1998, and all amendments or
         reports filed for the purpose of updating such descriptions.

         All documents filed by the Registrant 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.

                                       2

<PAGE>

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 Amended and Restated 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.

         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

                                       3

<PAGE>

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:

         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

                                       4

<PAGE>

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 present or former director, officer or
employee 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 if the person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation.

         (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 present or former
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 with respect to a person who is a
director or officer at the time of the determination: (1) by the majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, (2) by a committee of the directors designated by a
majority vote of the directors, even though less than a quorum, (3) if there are
no such directors, or if the directors so direct, by independent legal counsel
in a written opinion, or (4) by the shareholders.

         (e) Expenses (including attorney's fees) incurred by an officer or
director 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 or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorney's fees) incurred by former
directors and officers or other employees and agents may be so paid on such
terms and conditions, if any, as the corporation deems appropriate.

         (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 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 or officer under subsection (b) of this Section, 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

                                       5

<PAGE>

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.

         (l) The changes to this Section made by this amendatory Act of the 92nd
General Assembly apply only to actions commenced on or after the effective date
of this amendatory Act of the 92nd General Assembly. (Last amended by P.A.
92-0033, L. '01, eff. 7-1-01.)

         The Company has purchased $20 million in insurance policies which
insure Wintrust's directors and officers against liability which they may incur
as a result of actions taken in such capacities. In addition, Wintrust maintains
fiduciary liability coverage up to a $2 million limit and trust errors and
omissions coverage up to a limit of $15 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      Amended By-Laws of Wintrust Financial Corporation (incorporated by
         reference to Exhibit 3(i) of Registrant's Form 10-Q for the quarter
         ended June 30, 1998).

4.3      Wintrust Financial Corporation 1997 Stock Incentive Plan, as amended
         (incorporated by reference to Appendix A to Registrant's Proxy
         Statement filed with the Commission on April 29, 2002).

4.4      Statement of Resolution Establishing Series of Junior Serial Preferred
         Stock A of Wintrust Financial Corporation (incorporated by reference to
         Exhibit 3.2 of the Registrant's Form 10-K for the year ended December
         31, 1998).

                                       6

<PAGE>


4.5      Rights Agreement between Wintrust Financial Corporation and Illinois
         Stock Transfer Company, as Rights Agent, dated July 28, 1998
         (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-A
         Registration Statement (No. 000-21923) filed with the Securities and
         Exchange Commission on August 28, 1998).

5.1      Opinion of Vedder, Price, Kaufman & Kammholz regarding legality.

23.1     Consent of Ernst & Young LLP.

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

24.1     Power of Attorney (included on the signature page 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.

         (c) 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.

                                       7

<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 22nd day
of July, 2002.

                                    Wintrust Financial Corporation


                                    By:/s/Edward J. Wehmer
                                       -----------------------------------------
                                       Edward J. Wehmer
                                       President 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 John S. Lillard,
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 22nd day
of July, 2002 in the capacities indicated.

                SIGNATURE                                      TITLE
                ---------                                      -----

       /s/Edward J. Wehmer
-------------------------------------            President and Chief Executive
          Edward J. Wehmer                            Officer and Director

       /s/David A. Dykstra
-------------------------------------           Senior Executive Vice President,
          David A. Dykstra                        Chief Operating Officer and
                                                    Chief  Financial Officer
                                                  (Principal Financial Officer)

       /s/David L. Stoehr
-------------------------------------           Senior Vice President -- Finance
          David L. Stoehr                        (Principal Accounting Officer)

        /s/John S. Lillard
-------------------------------------                 Chairman and Director
           John S. Lillard

<PAGE>


                SIGNATURE                                      TITLE
                ---------                                      -----

         /s/Joseph Alaimo
-------------------------------------                         Director
            Joseph Alaimo

          /s/Peter D. Crist
-------------------------------------                         Director
             Peter D. Crist

-------------------------------------                         Director
          Bruce K. Crowther

         /s/Bert A. Getz, Jr.
-------------------------------------                         Director
            Bert A. Getz, Jr.

        /s/William C. Graft
-------------------------------------                         Director
           William C. Graft

-------------------------------------                         Director
           Philip W. Hummer

       /s/Raymond L. Kratzer
-------------------------------------                         Director
          Raymond L. Kratzer

        /s/James B. McCarthy
-------------------------------------                         Director
           James B. McCarthy

     /s/Marguerite Savard McKenna
-------------------------------------                         Director
        Marguerite Savard McKenna

         /s/Albin F. Moschner
-------------------------------------                         Director
            Albin F. Moschner

-------------------------------------                         Director
            Dorothy M. Mueller

           /s/Thomas J. Neis
-------------------------------------                         Director
              Thomas J. Neis

<PAGE>

                SIGNATURE                                      TITLE
                ---------                                      -----

        /s/Christopher J. Perry
-------------------------------------                         Director
           Christopher J. Perry

        /s/Hollis W. Rademacher
-------------------------------------                         Director
           Hollis W. Rademacher

         /s/Penelope J. Randel
-------------------------------------                         Director
            Penelope J. Randel

        /s/J. Christopher Reyes
-------------------------------------                         Director
           J. Christopher Reyes

           /s/Peter P. Rusin
-------------------------------------                         Director
             Peter P. Rusin

          /s/John N. Schaper
-------------------------------------                         Director
             John N. Schaper

         /s/John J. Schornack
-------------------------------------                         Director
            John J. Schornack

        /s/Ingrid S. Stafford
-------------------------------------                         Director
           Ingrid S. Stafford

-------------------------------------                         Director
         Katharine V. Sylvester

          /s/Larry V. Wright
-------------------------------------                         Director
             Larry V. Wright

<PAGE>

                                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      Amended By-Laws of Wintrust Financial Corporation (incorporated by
         reference to Exhibit 3(i) of Wintrust's Form 10-Q for the quarter
         ended June 30, 1998).

4.3      Wintrust Financial Corporation 1997 Stock Incentive Plan, as amended
         (incorporated by reference to Appendix A to Registrant's Proxy
         Statement filed with the Commission on April 29, 2002).

4.4      Statement of Resolution Establishing Series of Junior Serial Preferred
         Stock A of Wintrust Financial Corporation (incorporated by reference to
         Exhibit 3.2 of the Registrant's Form 10-K for the year ended December
         31, 1998).

4.5      Rights Agreement between Wintrust Financial Corporation and Illinois
         Stock Transfer Company, as Rights Agent, dated July 28, 1998
         (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-A
         Registration Statement (No. 000-21923) filed with the Securities and
         Exchange Commission on August 28, 1998).

5.1      Opinion of Vedder, Price, Kaufman & Kammholz regarding legality.

23.1     Consent of Ernst & Young LLP.

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

24.1     Power of Attorney (included on the signature page of the Registration
         Statement).
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As filed with the Securities and Exchange Commission on July 23, 2002
                                                           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
                            (Full title of the plan)
                                ________________
                                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) 609-7500
                                ________________
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                        PROPOSED MAXIMUM      PROPOSED MAXIMUM
        TITLE OF SECURITIES            AMOUNT TO BE      OFFERING PRICE      AGGREGATE OFFERING       AMOUNT OF
          TO BE REGISTERED              REGISTERED        PER SHARE(1)            PRICE(1)       REGISTRATION FEE(2)
---------------------------------------------------------------------------------------------------------------------
Common Stock, without par value*         900,000             $30.74             $27,666,000           $2,546
=====================================================================================================================
* Including the preferred share purchase rights associated therewith.

(1)     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
        on July 22, 2002.
(2)     An aggregate of 2,650,063 shares (as adjusted to reflect all stock
        splits and dividends to date) are being carried forward from those
        shares previously registered by Registration Statement on Form S-8 (File
        Nos. 333-33459 and 333-52650). Registration fees of $7,497 and $1,765,
        respectively, were paid with respect to the shares registered in those
        filings. The previously registered shares being carried forward together
        with the shares being registered hereby represent the total number of
        shares reserved for issuance under the Plan.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the document
containing the information required by Part I of this Registration Statement on
Form S-8 also relates to the Registrant's shares of Common Stock previously
registered on Registration Statements on Form S-8 (File No. 333-33459 and File
No. 333-52650).

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

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                  PROSPECTUSES

Note:    This Registration Statement relates to the registration of 900,000
         additional shares of Common Stock of Wintrust Financial Corporation
         (the "Registrant" or "Wintrust") reserved for issuance and delivery
         under the Wintrust Financial Corporation 1997 Stock Incentive Plan, as
         amended (the "Plan"). The increase in the number of shares authorized
         to be issued under the Plan was approved by the Registrant's
         shareholders on May 23, 2002. Pursuant to the Form S-8 Registration
         Statements filed by the Registrant on August 12, 1997 and December 22,
         2000, the Registrant has previously registered an aggregate of
         3,581,038 shares of Common Stock (as adjusted to reflect all stock
         splits and stock dividends to date) of which 2,650,063 shares remain
         available for issuance under the Plan. The contents of those Form S-8
         Registration Statements (File Nos. 333-33459 and 333-52650) are
         incorporated herein by reference pursuant to General Instruction E for
         the Form S-8.

         The documents containing the information required by this section,
         which also relate to the shares remaining available which were
         previously registered under the above-referenced Registration
         Statements, will be given to those persons who participate in the Plan,
         all of whom are employees of the Registrant or its subsidiaries. Such
         documents are not required to be filed with the Commission as a part of
         this Registration Statement or as an Exhibit.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated, as of their
respective filing dates, in this Registration Statement by reference:

                  A. Registrant's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2001.

                  B. Registrant's Quarterly Report on Form 10-Q, as amended on
         Form 10-Q/A, for the period ended March 31, 2002.

                  C. Current Reports on Form 8-K dated January 17, 2002,
         February 20, 2002 and April 19, 2002.

                  D. Form S-8 Registration Statements (File Nos. 333-33459 and
         33-52650) filed with the Commission on August 12, 1997 and December 22,
         2000.

                  E. The description of Registrant's Common Stock contained in
         the Registrant's Registration Statement filed with the Commission
         pursuant to Section 12 of the Securities Exchange Act of 1934 (the
         "Exchange Act") on Form 8-A filed with the Commission on January 3,
         1997, and the description of Registrant's preferred share purchase
         rights contained in the Registrant's Registration Statement filed with
         the Commission pursuant to Section 12 of the Exchange Act on Form 8-A
         filed with the Commission on August 28, 1998, and all amendments or
         reports filed for the purpose of updating such descriptions.

         All documents filed by the Registrant 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.

                                       2
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 Amended and Restated 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.

         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

                                       3
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:

         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

                                       4
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 present or former director, officer or
employee 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 if the person acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interests of the corporation.

         (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 present or former
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 with respect to a person who is a
director or officer at the time of the determination: (1) by the majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, (2) by a committee of the directors designated by a
majority vote of the directors, even though less than a quorum, (3) if there are
no such directors, or if the directors so direct, by independent legal counsel
in a written opinion, or (4) by the shareholders.

         (e) Expenses (including attorney's fees) incurred by an officer or
director 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 or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
this Section. Such expenses (including attorney's fees) incurred by former
directors and officers or other employees and agents may be so paid on such
terms and conditions, if any, as the corporation deems appropriate.

         (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 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 or officer under subsection (b) of this Section, 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

                                       5
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.

         (l) The changes to this Section made by this amendatory Act of the 92nd
General Assembly apply only to actions commenced on or after the effective date
of this amendatory Act of the 92nd General Assembly. (Last amended by P.A.
92-0033, L. '01, eff. 7-1-01.)

         The Company has purchased $20 million in insurance policies which
insure Wintrust's directors and officers against liability which they may incur
as a result of actions taken in such capacities. In addition, Wintrust maintains
fiduciary liability coverage up to a $2 million limit and trust errors and
omissions coverage up to a limit of $15 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      Amended By-Laws of Wintrust Financial Corporation (incorporated by
         reference to Exhibit 3(i) of Registrant's Form 10-Q for the quarter
         ended June 30, 1998).

4.3      Wintrust Financial Corporation 1997 Stock Incentive Plan, as amended
         (incorporated by reference to Appendix A to Registrant's Proxy
         Statement filed with the Commission on April 29, 2002).

4.4      Statement of Resolution Establishing Series of Junior Serial Preferred
         Stock A of Wintrust Financial Corporation (incorporated by reference to
         Exhibit 3.2 of the Registrant's Form 10-K for the year ended December
         31, 1998).

                                       6
4.5      Rights Agreement between Wintrust Financial Corporation and Illinois
         Stock Transfer Company, as Rights Agent, dated July 28, 1998
         (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-A
         Registration Statement (No. 000-21923) filed with the Securities and
         Exchange Commission on August 28, 1998).

5.1      Opinion of Vedder, Price, Kaufman & Kammholz regarding legality.

23.1     Consent of Ernst & Young LLP.

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

24.1     Power of Attorney (included on the signature page 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.

         (c) 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.

                                       7
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 22nd day
of July, 2002.

                                    Wintrust Financial Corporation

                                    By:/s/Edward J. Wehmer
                                       -----------------------------------------
                                       Edward J. Wehmer
                                       President 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 John S. Lillard,
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 22nd day
of July, 2002 in the capacities indicated.

                SIGNATURE                                      TITLE
                ---------                                      -----

       /s/Edward J. Wehmer
-------------------------------------            President and Chief Executive
          Edward J. Wehmer                            Officer and Director

       /s/David A. Dykstra
-------------------------------------           Senior Executive Vice President,
          David A. Dykstra                        Chief Operating Officer and
                                                    Chief  Financial Officer
                                                  (Principal Financial Officer)

       /s/David L. Stoehr
-------------------------------------           Senior Vice President -- Finance
          David L. Stoehr                        (Principal Accounting Officer)

        /s/John S. Lillard
-------------------------------------                 Chairman and Director
           John S. Lillard
SIGNATURE                                      TITLE
                ---------                                      -----

         /s/Joseph Alaimo
-------------------------------------                         Director
            Joseph Alaimo

          /s/Peter D. Crist
-------------------------------------                         Director
             Peter D. Crist

-------------------------------------                         Director
          Bruce K. Crowther

         /s/Bert A. Getz, Jr.
-------------------------------------                         Director
            Bert A. Getz, Jr.

        /s/William C. Graft
-------------------------------------                         Director
           William C. Graft

-------------------------------------                         Director
           Philip W. Hummer

       /s/Raymond L. Kratzer
-------------------------------------                         Director
          Raymond L. Kratzer

        /s/James B. McCarthy
-------------------------------------                         Director
           James B. McCarthy

     /s/Marguerite Savard McKenna
-------------------------------------                         Director
        Marguerite Savard McKenna

         /s/Albin F. Moschner
-------------------------------------                         Director
            Albin F. Moschner

-------------------------------------                         Director
            Dorothy M. Mueller

           /s/Thomas J. Neis
-------------------------------------                         Director
              Thomas J. Neis
SIGNATURE                                      TITLE
                ---------                                      -----

        /s/Christopher J. Perry
-------------------------------------                         Director
           Christopher J. Perry

        /s/Hollis W. Rademacher
-------------------------------------                         Director
           Hollis W. Rademacher

         /s/Penelope J. Randel
-------------------------------------                         Director
            Penelope J. Randel

        /s/J. Christopher Reyes
-------------------------------------                         Director
           J. Christopher Reyes

           /s/Peter P. Rusin
-------------------------------------                         Director
             Peter P. Rusin

          /s/John N. Schaper
-------------------------------------                         Director
             John N. Schaper

         /s/John J. Schornack
-------------------------------------                         Director
            John J. Schornack

        /s/Ingrid S. Stafford
-------------------------------------                         Director
           Ingrid S. Stafford

-------------------------------------                         Director
         Katharine V. Sylvester

          /s/Larry V. Wright
-------------------------------------                         Director
             Larry V. Wright
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      Amended By-Laws of Wintrust Financial Corporation (incorporated by
         reference to Exhibit 3(i) of Wintrust's Form 10-Q for the quarter
         ended June 30, 1998).

4.3      Wintrust Financial Corporation 1997 Stock Incentive Plan, as amended
         (incorporated by reference to Appendix A to Registrant's Proxy
         Statement filed with the Commission on April 29, 2002).

4.4      Statement of Resolution Establishing Series of Junior Serial Preferred
         Stock A of Wintrust Financial Corporation (incorporated by reference to
         Exhibit 3.2 of the Registrant's Form 10-K for the year ended December
         31, 1998).

4.5      Rights Agreement between Wintrust Financial Corporation and Illinois
         Stock Transfer Company, as Rights Agent, dated July 28, 1998
         (incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-A
         Registration Statement (No. 000-21923) filed with the Securities and
         Exchange Commission on August 28, 1998).

5.1      Opinion of Vedder, Price, Kaufman & Kammholz regarding legality.

23.1     Consent of Ernst & Young LLP.

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

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