As filed with the Securities and Exchange Commission on May 10, 2002
                                                       Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         _______________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                        FIRST OAK BROOK BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                         36-3220778
(State of incorporation)                 (I.R.S. Employer Identification Number)

                1400 SIXTEENTH STREET, OAK BROOK, ILLINOIS 60523
          (Address of principal executive offices, including zip code)

                        FIRST OAK BROOK BANCSHARES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                             RICHARD M. RIESER, JR.
                                    PRESIDENT
                        FIRST OAK BROOK BANCSHARES, INC.
                              1400 SIXTEENTH STREET
                            OAK BROOK, ILLINOIS 60523
                                 (630) 571-1050
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   COPIES TO:
William E. Navolio, Esq.
General Counsel                             Thomas P. Desmond, Esq.
First Oak Brook Bancshares, Inc.            Vedder, Price, Kaufman & Kammholz
1400 Sixteenth Street                       222 North LaSalle Street, Suite 2600
Oak Brook, Illinois 60523                   Chicago, Illinois 60601-1003
(630) 571-1050                              (312) 609-7647

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================================================
                                                               PROPOSED MAXIMUM       PROPOSED MAXIMUM
        TITLE OF SECURITIES              AMOUNT TO BE              OFFERING               AGGREGATE               AMOUNT OF
          TO BE REGISTERED               REGISTERED(1)        PRICE PER SHARE(2)      OFFERING PRICE(2)      REGISTRATION FEE(2)
          ----------------               -------------        ------------------      -----------------      -------------------
<S>     <C>                              <C>                  <C>                     <C>                    <C>

Common Stock, $2 par value.........       100,000 shs.              $33.83                 $3,383,000                 $311.24
Preferred Stock Purchase Rights....            (3)                    (3)                       (3)                     (3)
====================================================================================================================================
<FN>
(1)     Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares reserved for issuance pursuant
        to the Plan as a result of any future stock split, stock dividend or
        similar adjustment of the outstanding Common Stock of the Company.
(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h)(1) based upon the average of the high and low
        sales prices for the Common Stock reported on the Nasdaq National Market
        System as of May 8, 2002.
(3)     This Registration Statement also covers rights to purchase shares of
        Series A Preferred Stock, no par value, which are attached to and trade
        with the Common Stock. No additional consideration will be received by
        the Registrant for the rights registered hereby.
</FN>
</TABLE>


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         This Registration Statement relates to the registration of 100,000
shares of Common Stock, $2 par value per share, of First Oak Brook Bancshares,
Inc. (the "Registrant") reserved for issuance and delivery under the First Oak
Brook Bancshares, Inc. Employee Stock Purchase Plan (the "Plan"). This
Registration Statement also covers the preferred stock purchase rights which are
attached to and trade with the Common Stock. The Plan was approved by the
Registrant's shareholders on May 7, 2002.

         The documents containing the information required by this section will
be given to employees participating in the Plan and are not required to be filed
with the Commission as a part of the Registration Statement or as an Exhibit.

                                       2

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Registrant filed or to be filed with the
Commission are incorporated herein by reference:

         (a) Registrant's Annual Report on Form 10-K for the year ended December
31, 2001.

         (b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 2000.

         (c) The description of the Common Stock, $2 par value, and related
preferred stock purchase rights, of the Registrant contained in the Registrant's
Registration Statement on Amendment No. 1 to Form 8-A filed with the Commission
on or about May 6, 1999 pursuant to Section 12 of the Securities Exchange Act of
1934, and the description of the preferred stock purchase rights of the
Registrant's Registration Statement on Form 8-A filed with the Commission on or
about May 21, 1999, pursuant to Section 12 of the Securities Exchange Act of
1934, and all amendments and reports filed by the Registrant for the purpose of
updating such descriptions.

         In addition, each document or report subsequently filed by the
Registrant with the Securities and Exchange Commission pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document or report incorporated
into this Registration Statement by reference shall be deemed to be a part of
this Registration Statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or updated
by any subsequently filed document which is incorporated by reference into this
Registration Statement or by any subsequently filed amendment to this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock and the preferred stock
purchase rights registered hereby is being passed upon for the Registrant by
William E. Navolio, Vice President, General Counsel and Secretary of the
Registrant. Mr. Navolio is the beneficial owner of less than 1% of the
outstanding shares of Common Stock, including shares which may be purchased
pursuant to options granted under the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, as amended, grants
the Registrant broad powers to indemnify any person in connection with legal
proceedings brought against him by reason of his present or past status as an
officer or director of the Registrant, provided that the person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe this conduct

                                       3

<PAGE>


was unlawful. This statute also gives the Registrant broad power to indemnify
any such person against expenses in connection with any action by or in the
right of the Registrant provided the person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Registrant except that no indemnification may be made if such person is adjudged
to be liable to the Registrant unless and only to the extent the court in which
such action was brought determines upon application that, despite such
adjudication, but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to such indemnity as the court deems proper. In
addition, to the extent that any such person is successful in the defense of any
such legal proceeding, the Registrant is required by statute to indemnify him
against expenses, including attorneys' fees, that are actually and reasonably
incurred by him in connection therewith.

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

ITEM 7. EXCEPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         See Exhibit Index.

ITEM 9. UNDERTAKINGS.

         (a)      RULE 415 OFFERING.

         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 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 that remain unsold at the
termination of the offering.

         (b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement 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.

                                       4

<PAGE>


         (h) FILING OF REGISTRATION STATEMENT ON FORM S-8.

         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 provisions described in Item 6, 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 public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5

<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 Village of Oak Brook, State of Illinois on the 7th day
of May, 2002.

                           FIRST OAK BROOK BANCSHARES, INC.


                           By:  /s/ Richard M. Rieser, Jr.
                              --------------------------------------------------
                              Richard M. Rieser, Jr., President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Rieser, Jr., William E.
Navolio and Rosemarie Bouman, and each of them, as true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his/her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute may lawfully do or cause to be
done by virtue hereof.

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

     SIGNATURE                                   TITLE                   DATE
     ---------                                   -----                   ----

/s/  Eugene P. Heytow            Chairman of the Board, Chief        May 7, 2002
-----------------------------   Executive Officer and Director
Eugene P. Heytow

/s/  Richard M. Rieser, Jr.         President and Director           May 7, 2002
-----------------------------
Richard M. Rieser, Jr.

/s/  Frank M. Paris             Vice Chairman of the Board and       May 7, 2002
-----------------------------              Director
Frank M. Paris

/s/  Miriam Lutwak Fitzgerald              Director                  May 7, 2002
-----------------------------
Miriam Lutwak Fitzgerald

/s/  Geoffrey R. Stone                     Director                  May 7, 2002
-----------------------------
Geoffrey R. Stone

/s/  Robert M. Wrobel                      Director                  May 7, 2002
-----------------------------
Robert M. Wrobel

/s/  Micheal L. Stein                      Director                  May 7, 2002
-----------------------------
Michael L. Stein


                                       6

<PAGE>


     SIGNATURE                                   TITLE                   DATE
     ---------                                   -----                   ----

/s/  Stuart I. Greenbaum                   Director                  May 7, 2002
-----------------------------
Stuart I. Greenbaum

/s/  John W. Ballantine                    Director                  May 7, 2002
-----------------------------
John W. Ballantine

/s/  Richard F. Levy                       Director                  May 7, 2002
-----------------------------
Richard F. Levy

/s  /Rosemarie Bouman           Vice President, Chief Financial      May 7, 2002
-----------------------------   Officer and Treasurer (Principal
Rosemarie Bouman                Financial and Accounting Officer)


                                       7

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  -----------------------------------------------------------------------

  4.1    Restated Certificate of Incorporation of the Company
         (incorporated by reference to Exhibit 3.1 to the Registrant's
         Amendment No. 1 to Registration Statement on Form 8-A filed May 6,
         1999).

  4.2    Amended and Restated By-Laws of the Company (incorporated by
         reference to Exhibit 3.2 to the Registrant's Amendment No. 1 to
         Registration Statement on Form 8-A filed May 6, 1999).

  4.3    Form of Common Stock Certificate (incorporated by reference
         to Exhibit 4.1 to the Registrant's Form 10-Q Quarterly Report for
         the period ended June 30, 1999).

  4.4    Rights Agreement, dated as of May 4, 1999 between the
         Registrant and Oak Brook Bank, as Rights Agent (incorporated
         by reference to Exhibit 4.1 to the Registrant's Registration
         Statement on Form 8-A filed May 21, 1999).

  4.5    Certificate of Designations Preferences and Rights of Series
         A Preferred Stock (incorporated by reference to Exhibit A to
         Exhibit 4.1 to the Registrant's Registration Statement on
         Form 8-A filed May 21, 1999).

  4.6    Form of Rights Certificate (incorporated by reference to
         Exhibit B to Exhibit 4.1 to the Registrant's Registration Statement
         on Form 8-A filed May 21, 1999).

  4.7    First Oak Brook Bancshares, Inc. Employee Stock Purchase Plan
         (incorporated by reference to Appendix A to Registrant's Proxy
         Statement, dated April 1, 2002, relating to the 2002 Annual Meeting of
         Shareholders, File No. 0-14468).

  5      Opinion of William E. Navolio, Esq.

 23.1    Consent of William E. Navolio, Esq. (included in Exhibit 5).

 23.2    Consent of KPMG LLP.

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

                                       8
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{"company-data": {"conformed-name": "FIRST OAK BROOK BANCSHARES INC", "cik": "0000717837", "assigned-sic": "6022", "irs-number": "363220778", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87978", "film-number": "02641128"}, "business-address": {"street1": "1400 16TH ST", "city": "OAK BROOK", "state": "IL", "zip": "60523", "phone": "6305711050"}, "mail-address": {"street1": "1400 16TH ST", "city": "OAK BROOK", "state": "IL", "zip": "60523"}, "former-company": {"former-conformed-name": "FIRST OAK BANCSHARES", "date-changed": "19970407"}}
As filed with the Securities and Exchange Commission on May 10, 2002
                                                       Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         _______________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                        FIRST OAK BROOK BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                         36-3220778
(State of incorporation)                 (I.R.S. Employer Identification Number)

                1400 SIXTEENTH STREET, OAK BROOK, ILLINOIS 60523
          (Address of principal executive offices, including zip code)

                        FIRST OAK BROOK BANCSHARES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                             RICHARD M. RIESER, JR.
                                    PRESIDENT
                        FIRST OAK BROOK BANCSHARES, INC.
                              1400 SIXTEENTH STREET
                            OAK BROOK, ILLINOIS 60523
                                 (630) 571-1050
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   COPIES TO:
William E. Navolio, Esq.
General Counsel                             Thomas P. Desmond, Esq.
First Oak Brook Bancshares, Inc.            Vedder, Price, Kaufman & Kammholz
1400 Sixteenth Street                       222 North LaSalle Street, Suite 2600
Oak Brook, Illinois 60523                   Chicago, Illinois 60601-1003
(630) 571-1050                              (312) 609-7647

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                               PROPOSED MAXIMUM       PROPOSED MAXIMUM
        TITLE OF SECURITIES              AMOUNT TO BE              OFFERING               AGGREGATE               AMOUNT OF
          TO BE REGISTERED               REGISTERED(1)        PRICE PER SHARE(2)      OFFERING PRICE(2)      REGISTRATION FEE(2)
          ----------------               -------------        ------------------      -----------------      -------------------
Common Stock, $2 par value.........       100,000 shs.              $33.83                 $3,383,000                 $311.24
Preferred Stock Purchase Rights....            (3)                    (3)                       (3)                     (3)
====================================================================================================================================
(1)     Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares reserved for issuance pursuant
        to the Plan as a result of any future stock split, stock dividend or
        similar adjustment of the outstanding Common Stock of the Company.
(2)     Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(h)(1) based upon the average of the high and low
        sales prices for the Common Stock reported on the Nasdaq National Market
        System as of May 8, 2002.
(3)     This Registration Statement also covers rights to purchase shares of
        Series A Preferred Stock, no par value, which are attached to and trade
        with the Common Stock. No additional consideration will be received by
        the Registrant for the rights registered hereby.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         This Registration Statement relates to the registration of 100,000
shares of Common Stock, $2 par value per share, of First Oak Brook Bancshares,
Inc. (the "Registrant") reserved for issuance and delivery under the First Oak
Brook Bancshares, Inc. Employee Stock Purchase Plan (the "Plan"). This
Registration Statement also covers the preferred stock purchase rights which are
attached to and trade with the Common Stock. The Plan was approved by the
Registrant's shareholders on May 7, 2002.

         The documents containing the information required by this section will
be given to employees participating in the Plan and are not required to be filed
with the Commission as a part of the Registration Statement or as an Exhibit.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Registrant filed or to be filed with the
Commission are incorporated herein by reference:

         (a) Registrant's Annual Report on Form 10-K for the year ended December
31, 2001.

         (b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 2000.

         (c) The description of the Common Stock, $2 par value, and related
preferred stock purchase rights, of the Registrant contained in the Registrant's
Registration Statement on Amendment No. 1 to Form 8-A filed with the Commission
on or about May 6, 1999 pursuant to Section 12 of the Securities Exchange Act of
1934, and the description of the preferred stock purchase rights of the
Registrant's Registration Statement on Form 8-A filed with the Commission on or
about May 21, 1999, pursuant to Section 12 of the Securities Exchange Act of
1934, and all amendments and reports filed by the Registrant for the purpose of
updating such descriptions.

         In addition, each document or report subsequently filed by the
Registrant with the Securities and Exchange Commission pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document or report incorporated
into this Registration Statement by reference shall be deemed to be a part of
this Registration Statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or updated
by any subsequently filed document which is incorporated by reference into this
Registration Statement or by any subsequently filed amendment to this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock and the preferred stock
purchase rights registered hereby is being passed upon for the Registrant by
William E. Navolio, Vice President, General Counsel and Secretary of the
Registrant. Mr. Navolio is the beneficial owner of less than 1% of the
outstanding shares of Common Stock, including shares which may be purchased
pursuant to options granted under the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law, as amended, grants
the Registrant broad powers to indemnify any person in connection with legal
proceedings brought against him by reason of his present or past status as an
officer or director of the Registrant, provided that the person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe this conduct

                                       3
was unlawful. This statute also gives the Registrant broad power to indemnify
any such person against expenses in connection with any action by or in the
right of the Registrant provided the person acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Registrant except that no indemnification may be made if such person is adjudged
to be liable to the Registrant unless and only to the extent the court in which
such action was brought determines upon application that, despite such
adjudication, but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to such indemnity as the court deems proper. In
addition, to the extent that any such person is successful in the defense of any
such legal proceeding, the Registrant is required by statute to indemnify him
against expenses, including attorneys' fees, that are actually and reasonably
incurred by him in connection therewith.

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

ITEM 7. EXCEPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         See Exhibit Index.

ITEM 9. UNDERTAKINGS.

         (a)      RULE 415 OFFERING.

         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 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 that remain unsold at the
termination of the offering.

         (b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement 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.

                                       4
(h) FILING OF REGISTRATION STATEMENT ON FORM S-8.

         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 provisions described in Item 6, 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 public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       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 Village of Oak Brook, State of Illinois on the 7th day
of May, 2002.

                           FIRST OAK BROOK BANCSHARES, INC.

                           By:  /s/ Richard M. Rieser, Jr.
                              --------------------------------------------------
                              Richard M. Rieser, Jr., President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Rieser, Jr., William E.
Navolio and Rosemarie Bouman, and each of them, as true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his/her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute may lawfully do or cause to be
done by virtue hereof.

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

     SIGNATURE                                   TITLE                   DATE
     ---------                                   -----                   ----

/s/  Eugene P. Heytow            Chairman of the Board, Chief        May 7, 2002
-----------------------------   Executive Officer and Director
Eugene P. Heytow

/s/  Richard M. Rieser, Jr.         President and Director           May 7, 2002
-----------------------------
Richard M. Rieser, Jr.

/s/  Frank M. Paris             Vice Chairman of the Board and       May 7, 2002
-----------------------------              Director
Frank M. Paris

/s/  Miriam Lutwak Fitzgerald              Director                  May 7, 2002
-----------------------------
Miriam Lutwak Fitzgerald

/s/  Geoffrey R. Stone                     Director                  May 7, 2002
-----------------------------
Geoffrey R. Stone

/s/  Robert M. Wrobel                      Director                  May 7, 2002
-----------------------------
Robert M. Wrobel

/s/  Micheal L. Stein                      Director                  May 7, 2002
-----------------------------
Michael L. Stein

                                       6
SIGNATURE                                   TITLE                   DATE
     ---------                                   -----                   ----

/s/  Stuart I. Greenbaum                   Director                  May 7, 2002
-----------------------------
Stuart I. Greenbaum

/s/  John W. Ballantine                    Director                  May 7, 2002
-----------------------------
John W. Ballantine

/s/  Richard F. Levy                       Director                  May 7, 2002
-----------------------------
Richard F. Levy

/s  /Rosemarie Bouman           Vice President, Chief Financial      May 7, 2002
-----------------------------   Officer and Treasurer (Principal
Rosemarie Bouman                Financial and Accounting Officer)

                                       7
EXHIBIT INDEX

EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  -----------------------------------------------------------------------

  4.1    Restated Certificate of Incorporation of the Company
         (incorporated by reference to Exhibit 3.1 to the Registrant's
         Amendment No. 1 to Registration Statement on Form 8-A filed May 6,
         1999).

  4.2    Amended and Restated By-Laws of the Company (incorporated by
         reference to Exhibit 3.2 to the Registrant's Amendment No. 1 to
         Registration Statement on Form 8-A filed May 6, 1999).

  4.3    Form of Common Stock Certificate (incorporated by reference
         to Exhibit 4.1 to the Registrant's Form 10-Q Quarterly Report for
         the period ended June 30, 1999).

  4.4    Rights Agreement, dated as of May 4, 1999 between the
         Registrant and Oak Brook Bank, as Rights Agent (incorporated
         by reference to Exhibit 4.1 to the Registrant's Registration
         Statement on Form 8-A filed May 21, 1999).

  4.5    Certificate of Designations Preferences and Rights of Series
         A Preferred Stock (incorporated by reference to Exhibit A to
         Exhibit 4.1 to the Registrant's Registration Statement on
         Form 8-A filed May 21, 1999).

  4.6    Form of Rights Certificate (incorporated by reference to
         Exhibit B to Exhibit 4.1 to the Registrant's Registration Statement
         on Form 8-A filed May 21, 1999).

  4.7    First Oak Brook Bancshares, Inc. Employee Stock Purchase Plan
         (incorporated by reference to Appendix A to Registrant's Proxy
         Statement, dated April 1, 2002, relating to the 2002 Annual Meeting of
         Shareholders, File No. 0-14468).

  5      Opinion of William E. Navolio, Esq.

 23.1    Consent of William E. Navolio, Esq. (included in Exhibit 5).

 23.2    Consent of KPMG LLP.

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

                                       8