As filed with the Securities and Exchange Commission on May 14, 2004
                                                      Registration No. 333-
================================================================================

                                  UNITED STATES
                       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 No.)

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

                        FIRST OAK BROOK BANCSHARES, INC.
                           INCENTIVE COMPENSATION 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 and address of agent for service)

                                   Copies to:
                             THOMAS P. DESMOND, ESQ.
                     VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                               ------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================================
      TITLE OF EACH CLASS OF                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
            SECURITIES                  AMOUNT TO BE              OFFERING               AGGREGATE              REGISTRATION
         TO BE REGISTERED               REGISTERED(1)        PRICE PER SHARE(2)      OFFERING PRICE(2)           FEE(2)(3)
<S>                                      <C>                      <C>                   <C>                       <C>
Common Stock, $2.00 par value......      250,000 Shares           $29.44                $7,361,250                $932.67
Preferred Stock Purchase Rights....          (4)                    (4)                     (4)                     (4)
===================================================================================================================================

<FN>
(1)  Includes an indeterminate number of additional shares that 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 Registrant.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h)(1) based upon the average of the high and
     low price for the Common Stock reported on the Nasdaq National Market on
     May 13, 2004.

(3)  An aggregate of 161,594 shares (as adjusted to reflect stock splits and
     stock dividends to date) are being carried forward from those shares
     previously registered by Registration Statement on Form S-8 (File No.
     333-81388). A registration fee of $558.90 was paid with respect to the
     shares registered in that filing. The previously registered shares being
     carried forward together with the shares being registered hereby represent
     the estimated number of shares intended for issuance pursuant to the Plan.

(4)  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>
                  -------------------------------

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 Statement on Form S-8 (File No. 333-81388).


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This Registration Statement relates to the registration of 250,000
additional shares of Common Stock, $2.00 par value per share, of First Oak Brook
Bancshares, Inc. (the "Registrant") reserved for issuance under the First Oak
Brook Bancshares, Inc. Incentive Compensation Plan (the "Plan"), as successor to
the 2001 Stock Incentive Plan. This Registration Statement also covers the
preferred stock purchase rights that are attached to and trade with the Common
Stock. The increase in the number of shares authorized to be issued under the
Plan was approved by the Registrant's shareholders on May 4, 2004. Pursuant to
the Registration Statement on Form S-8 (File No. 333-81388) filed by the
Registrant on January 25, 2002, the Registrant has previously registered an
aggregate of 375,000 shares of Common Stock (as adjusted to reflect stock splits
and stock dividends to date) of which 161,594 shares remain available for
issuance under the Plan. The contents of that Registration Statement on Form S-8
(File No. 333-81388) is incorporated herein by reference pursuant to General
Instruction E for the Form S-8.

         The documents containing the information specified in this Part I,
which also relate to the shares remaining available under the Plan that were
previously registered under the Registration Statement on Form S-8 (File No.
333-81388), will be sent or given to those persons who participate in the Plan.
Such documents are not required to be filed with the Commission as a part of
this 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 filed with the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004.

         (c) The Registrant's Current Reports on Form 8-K dated January 21,
2004, April 1, 2004 and April 21, 2004.

         (d) The Registrant's Registration Statement on Form S-8 (File No.
333-81388) filed with the Commission on January 25, 2002.

         (e) The description of the Common Stock 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 May 6,
1999 pursuant to Section 12 of the Exchange Act, and the description of the
preferred stock purchase rights of the Registrant's Registration Statement on
Form 8-A filed with the Commission on May 21, 1999, pursuant to Section 12 of
the Exchange Act, and all amendments and reports filed by the Registrant for the
purpose of updating such descriptions.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act and prior
to the filing of a post-effective amendment to this Registration Statement
indicating that all of the securities offered by this Registration Statement
have been sold or deregistering all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement 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 that 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 has been passed upon for the Registrant by
Lorenzo Pate, Acting General Counsel and Secretary of the Registrant. Mr. Pate
is the beneficial owner of less than 1% of the outstanding shares of Common
Stock, including shares that 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

                                       3
<PAGE>

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 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.

         4.1      First Oak Brook Bancshares, Inc. Incentive Compensation Plan
                  (incorporated by reference to Appendix A to the Registrant's
                  Proxy Statement, dated April 1, 2004, relating to the 2004
                  Annual Meeting of Shareholders) (File No. 0-14468)

         5.1      Opinion of Lorenzo Pate, Esq.

         23.1     Consent of Lorenzo Pate, Esq. (included in Exhibit 5.1)

         23.2     Consent of KPMG LLP

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


ITEM 9.  UNDERTAKINGS.

         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:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                                       4
<PAGE>

                  (iii)    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;

                  provided, however, that paragraphs (1)(i) and (1)(ii) shall
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or 15(d) of the Exchange Act that are incorporated by
                  reference 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.

         (4)      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 15(d) of the Exchange Act
                  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.

         (5)      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 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 of 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 14th day
of May 2004.

                                                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., Rosemarie Bouman
and Lorenzo Pate, and each or any of them (with full power to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all 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 those attorneys-in-fact and agents 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 rectifying and confirming all that those
attorneys-in-fact and agents, or their substitutes, 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 on the
dates and in the capacities indicated:

<TABLE>
<CAPTION>

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

<S>                                                       <C>                                            <C>
             /s/ Eugene P. Heytow                         Chairman of the Board and                      May 14, 2004
-------------------------------------------                Chief Executive Officer
              Eugene P. Heytow


          /s/ Frank M. Paris                             Vice Chairman of the Board                      May 14, 2004
-------------------------------------------
               Frank M. Paris


            /s/ Richard M. Rieser, Jr.                 President, Assistant Secretary                    May 14, 2004
-------------------------------------------                     and Director
           Richard M. Rieser, Jr.


            /s/ Miriam Lutwak Fitzgerald                          Director                               May 14, 2004
-------------------------------------------
          Miriam Lutwak Fitzgerald


         /s/ Geoffrey R. Stone                                    Director                               May 14, 2004
-------------------------------------------
             Geoffrey R. Stone


         /s/ Michael L. Stein                                     Director                               May 14, 2004
-------------------------------------------
              Michael L. Stein


            /s/ Stuart I. Greenbaum                               Director                               May 14, 2004
-------------------------------------------
            Stuart I. Greenbaum


            /s/ John W. Ballantine                                Director                               May 14, 2004
-------------------------------------------
             John W. Ballantine


                                       6
<PAGE>

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


          /s/ Charles J. Gries                                    Director                               May 14, 2004
-------------------------------------------
              Charles J. Gries


          /s/ Rosemarie Bouman                    Vice President and Chief Financial Officer             May 14, 2004
-------------------------------------------
              Rosemarie Bouman


            /s/ Jill D. Wachholz                          Chief Accounting Officer                       May 14, 2004
-------------------------------------------
              Jill D. Wachholz


</TABLE>

                                       7
<PAGE>


                                  EXHIBIT INDEX

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

         4.1      First Oak Brook Bancshares, Inc. Incentive Compensation Plan
                  (incorporated by reference to Appendix A to the Registrant's
                  Proxy Statement, dated April 1, 2004, relating to the 2004
                  Annual Meeting of Shareholders) (File No. 0-14468)

         5.1      Opinion of Lorenzo Pate, Esq.

         23.1     Consent of Lorenzo Pate, Esq. (included in Exhibit 5.1)

         23.2     Consent of KPMG LLP

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

                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "fs8_051404.txt", "description": "FORM S-8", "secsgml_size_bytes": 22181}]
{"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": "333-115517", "film-number": "04807845"}, "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 14, 2004
                                                      Registration No. 333-
================================================================================

                                  UNITED STATES
                       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 No.)

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

                        FIRST OAK BROOK BANCSHARES, INC.
                           INCENTIVE COMPENSATION 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 and address of agent for service)

                                   Copies to:
                             THOMAS P. DESMOND, ESQ.
                     VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                               ------------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
      TITLE OF EACH CLASS OF                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
            SECURITIES                  AMOUNT TO BE              OFFERING               AGGREGATE              REGISTRATION
         TO BE REGISTERED               REGISTERED(1)        PRICE PER SHARE(2)      OFFERING PRICE(2)           FEE(2)(3)
Common Stock, $2.00 par value......      250,000 Shares           $29.44                $7,361,250                $932.67
Preferred Stock Purchase Rights....          (4)                    (4)                     (4)                     (4)
===================================================================================================================================
(1)  Includes an indeterminate number of additional shares that 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 Registrant.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h)(1) based upon the average of the high and
     low price for the Common Stock reported on the Nasdaq National Market on
     May 13, 2004.

(3)  An aggregate of 161,594 shares (as adjusted to reflect stock splits and
     stock dividends to date) are being carried forward from those shares
     previously registered by Registration Statement on Form S-8 (File No.
     333-81388). A registration fee of $558.90 was paid with respect to the
     shares registered in that filing. The previously registered shares being
     carried forward together with the shares being registered hereby represent
     the estimated number of shares intended for issuance pursuant to the Plan.

(4)  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.
-------------------------------

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 Statement on Form S-8 (File No. 333-81388).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This Registration Statement relates to the registration of 250,000
additional shares of Common Stock, $2.00 par value per share, of First Oak Brook
Bancshares, Inc. (the "Registrant") reserved for issuance under the First Oak
Brook Bancshares, Inc. Incentive Compensation Plan (the "Plan"), as successor to
the 2001 Stock Incentive Plan. This Registration Statement also covers the
preferred stock purchase rights that are attached to and trade with the Common
Stock. The increase in the number of shares authorized to be issued under the
Plan was approved by the Registrant's shareholders on May 4, 2004. Pursuant to
the Registration Statement on Form S-8 (File No. 333-81388) filed by the
Registrant on January 25, 2002, the Registrant has previously registered an
aggregate of 375,000 shares of Common Stock (as adjusted to reflect stock splits
and stock dividends to date) of which 161,594 shares remain available for
issuance under the Plan. The contents of that Registration Statement on Form S-8
(File No. 333-81388) is incorporated herein by reference pursuant to General
Instruction E for the Form S-8.

         The documents containing the information specified in this Part I,
which also relate to the shares remaining available under the Plan that were
previously registered under the Registration Statement on Form S-8 (File No.
333-81388), will be sent or given to those persons who participate in the Plan.
Such documents are not required to be filed with the Commission as a part of
this 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 filed with the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004.

         (c) The Registrant's Current Reports on Form 8-K dated January 21,
2004, April 1, 2004 and April 21, 2004.

         (d) The Registrant's Registration Statement on Form S-8 (File No.
333-81388) filed with the Commission on January 25, 2002.

         (e) The description of the Common Stock 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 May 6,
1999 pursuant to Section 12 of the Exchange Act, and the description of the
preferred stock purchase rights of the Registrant's Registration Statement on
Form 8-A filed with the Commission on May 21, 1999, pursuant to Section 12 of
the Exchange Act, and all amendments and reports filed by the Registrant for the
purpose of updating such descriptions.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act and prior
to the filing of a post-effective amendment to this Registration Statement
indicating that all of the securities offered by this Registration Statement
have been sold or deregistering all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement 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 that 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 has been passed upon for the Registrant by
Lorenzo Pate, Acting General Counsel and Secretary of the Registrant. Mr. Pate
is the beneficial owner of less than 1% of the outstanding shares of Common
Stock, including shares that 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

                                       3
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 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.

         4.1      First Oak Brook Bancshares, Inc. Incentive Compensation Plan
                  (incorporated by reference to Appendix A to the Registrant's
                  Proxy Statement, dated April 1, 2004, relating to the 2004
                  Annual Meeting of Shareholders) (File No. 0-14468)

         5.1      Opinion of Lorenzo Pate, Esq.

         23.1     Consent of Lorenzo Pate, Esq. (included in Exhibit 5.1)

         23.2     Consent of KPMG LLP

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

ITEM 9.  UNDERTAKINGS.

         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:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                                       4
(iii)    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;

                  provided, however, that paragraphs (1)(i) and (1)(ii) shall
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or 15(d) of the Exchange Act that are incorporated by
                  reference 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.

         (4)      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 15(d) of the Exchange Act
                  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.

         (5)      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 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 of 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 14th day
of May 2004.

                                                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., Rosemarie Bouman
and Lorenzo Pate, and each or any of them (with full power to act alone), his or
her true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all 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 those attorneys-in-fact and agents 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 rectifying and confirming all that those
attorneys-in-fact and agents, or their substitutes, 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 on the
dates and in the capacities indicated:
SIGNATURE                                        TITLE                                     DATE
                 ---------                                        -----                                     ----
/s/ Eugene P. Heytow                         Chairman of the Board and                      May 14, 2004
-------------------------------------------                Chief Executive Officer
              Eugene P. Heytow

          /s/ Frank M. Paris                             Vice Chairman of the Board                      May 14, 2004
-------------------------------------------
               Frank M. Paris

            /s/ Richard M. Rieser, Jr.                 President, Assistant Secretary                    May 14, 2004
-------------------------------------------                     and Director
           Richard M. Rieser, Jr.

            /s/ Miriam Lutwak Fitzgerald                          Director                               May 14, 2004
-------------------------------------------
          Miriam Lutwak Fitzgerald

         /s/ Geoffrey R. Stone                                    Director                               May 14, 2004
-------------------------------------------
             Geoffrey R. Stone

         /s/ Michael L. Stein                                     Director                               May 14, 2004
-------------------------------------------
              Michael L. Stein

            /s/ Stuart I. Greenbaum                               Director                               May 14, 2004
-------------------------------------------
            Stuart I. Greenbaum

            /s/ John W. Ballantine                                Director                               May 14, 2004
-------------------------------------------
             John W. Ballantine

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

          /s/ Charles J. Gries                                    Director                               May 14, 2004
-------------------------------------------
              Charles J. Gries

          /s/ Rosemarie Bouman                    Vice President and Chief Financial Officer             May 14, 2004
-------------------------------------------
              Rosemarie Bouman

            /s/ Jill D. Wachholz                          Chief Accounting Officer                       May 14, 2004
-------------------------------------------
              Jill D. Wachholz
7
EXHIBIT INDEX

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

         4.1      First Oak Brook Bancshares, Inc. Incentive Compensation Plan
                  (incorporated by reference to Appendix A to the Registrant's
                  Proxy Statement, dated April 1, 2004, relating to the 2004
                  Annual Meeting of Shareholders) (File No. 0-14468)

         5.1      Opinion of Lorenzo Pate, Esq.

         23.1     Consent of Lorenzo Pate, Esq. (included in Exhibit 5.1)

         23.2     Consent of KPMG LLP

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

                                       8