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<P><CENTER>As filed with the Securities and Exchange Commission on August 9, 2002</CENTER>
</P>

<P align=right>Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
<hr noshade size=5>

<CENTER><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG><br>
<STRONG>Washington, DC  20549</STRONG><br>
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></CENTER>
</P>

<P><CENTER><STRONG>FORM S-8</STRONG></CENTER></P>

<P><CENTER><STRONG>REGISTRATION STATEMENT</CENTER>
</STRONG></P>

<P><STRONG><CENTER>UNDER</CENTER>
</STRONG></P>

<P><STRONG><CENTER>THE SECURITIES ACT OF 1933</STRONG></CENTER>
<CENTER><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></CENTER>
</P>
<P><CENTER><STRONG>MB FINANCIAL, INC.</STRONG><br>
<FONT SIZE="-1">(Exact name of registrant as specified in its charter)</CENTER>
</P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><FONT SIZE="-1"><CENTER><STRONG>Maryland</STRONG><FONT SIZE="-1"></CENTER>
<FONT SIZE="-1"><CENTER>(State or other jurisdiction of incorporation</CENTER>
<FONT SIZE="-1"><CENTER>or organization)</CENTER>
</TD>
<TD><FONT SIZE="-1"><CENTER><STRONG>36-446025</STRONG><FONT SIZE="-1"></CENTER>
<FONT SIZE="-1"><CENTER>(I.R.S. Employer Identification No.)</CENTER>
</FONT></TD></TR>

<tr><td></td></tr>
<tr><td></td></tr>

<TR VALIGN="TOP"><TD><FONT SIZE="-1"><CENTER><STRONG>801 West Madison Street, Chicago, Illinois</STRONG><FONT SIZE="-1"><br>
</FONT><FONT SIZE="-1">(Address of principal executive offices)</CENTER>
</FONT></TD>
<TD><FONT SIZE="-1"><CENTER><STRONG>60607</STRONG><FONT SIZE="-1"></CENTER>
</FONT><FONT SIZE="-1"><CENTER>(Zip Code)</CENTER>
</FONT></TD></TR></TABLE>
</P>
<P><FONT SIZE="-1"><CENTER></FONT><STRONG>MB FINANCIAL, INC.</STRONG><br>
<STRONG>401(k) PROFIT SHARING PLAN</STRONG><FONT SIZE="-1">
</FONT><br>
<FONT SIZE="-1">(Full title of the plan)</CENTER>
</FONT></P>

<P><CENTER>Robert L. Freedman, P.C.</br>
Craig M. Scheer, Esq.<br>
Silver, Freedman & Taff, L.L.P.<br>
<FONT SIZE="-1">(a limited liability partnership including professional corporations)</FONT><br>
1700 Wisconsin Avenue, NW<br>
Washington, D.C.  20007<br>
<FONT SIZE="-1">(Name and address of agent for service)</CENTER>
</FONT></P>

<P><CENTER>(202) 295-4500<br>
(Telephone number, including area code, of agent for service)</CENTER>
</FONT></P>

<FONT SIZE="-1"><CENTER><STRONG>CALCULATION OF REGISTRATION FEE</STRONG></CENTER>
</FONT>

<TABLE WIDTH="100%">
<TR><TD colspan=5><hr noshade size=5></td></tr>

<TR VALIGN="bottom"><TD ALIGN="CENTER">
<FONT SIZE="-1"><STRONG>Title of Securities to be
registered</STRONG></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Amount to be
registered</STRONG></FONT>
</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed
maximum
offering price
per share</STRONG></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed
maximum
aggregate
offering price<SUP>(2)</SUP></STRONG></FONT><FONT SIZE="-1"></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>
Amount of
registration fee</STRONG></FONT> <FONT SIZE="-1"><STRONG><SUP>(2)</SUP></STRONG></FONT><FONT SIZE="-1"></FONT></TD></TR>

<TR><TD colspan=5><hr noshade></td></tr>

<TR VALIGN="TOP"><TD><FONT SIZE="-1">Common Stock, par <br>
&nbsp;&nbsp;value $.01 per share</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">250,000 shares</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$32.56<SUP>(1)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$8,140,000<SUP>(1)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$749<SUP>(1)</SUP></FONT></TD></TR>

<tr><td></td></tr>
<tr><td></td></tr>

<TR VALIGN="TOP"><TD><FONT SIZE="-1">Interest in Plan</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">N/A</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">N/A<SUP>(2)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">N/A</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">N/A</FONT></TD></TR></TABLE>
<TR><TD colspan=5><hr noshade size=5></td></tr>

<table width=100%>
<tr valign=top><td><FONT SIZE="-1"><SUP>(1)</SUP></td><td><FONT SIZE="-1">Estimated in accordance with Rule 457(h), calculated on the basis of $32.56 per share, which was the average of the
high and low sale prices per share of the common stock on The Nasdaq Stock Market on August 9, 2002.</FONT></td></tr>

<tr valign=top><td><FONT SIZE="-1"><SUP>(2)</SUP></td><td><FONT SIZE="-1">In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.  In
accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests.</FONT></td></tr></table>
<BR><BR><BR>

<a href="#PART I">NEXT PAGE</a><BR>
<a name="PART I"></a><font size=-1><P><CENTER>PART I</CENTER></P>

<P><CENTER>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 will be sent or given to
participants in the MB Financial, Inc. 401(k) Profit Sharing Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such document(s) are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.</P>
<br>
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<CENTER>I-1</CENTER><a href="#II-1">NEXT PAGE</a><BR>
<a name="II-1"></a>
<BR><BR>
<P><CENTER>PART II</CENTER>
</P>

<P><CENTER>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</CENTER>
</P>

<P>Item 3.&nbsp;&nbsp;&nbsp;<U>Incorporation of Certain Documents by Reference</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously filed with the Commission (File No. 0-24566-01) are hereby
incorporated by reference in this Registration Statement and the prospectus to which this Registration Statement
relates (the "Prospectus"):</P>

<table width=100%>
<tr valign=top><td width=5%><font size=-1>(a)</td><td><font size=-1>the Annual Report on Form 10-K of MB Financial, Inc., a Maryland corporation (the "Company"), for the
year ended December 31, 2001, as amended on Form 10-K/A filed on April 12, 2002;</td></tr>

<tr valign=top><td><font size=-1>(b)</td><td><font size=-1>the Annual Report on Form 11-K of the Plan for the year ended December 31, 2001;</td></tr>

<tr valign=top><td><font size=-1>(c)</td><td><font size=-1>the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002;</td></tr>

<tr valign=top><td><font size=-1>(d)</td><td><font size=-1>the Company's Current Reports on Form 8-K filed on May 16, 2002, June 13, 2002, July 22, 2002 and July&nbsp;24, 2002;</td></tr>

<tr valign=top><td><font size=-1>(e)</td><td><font size=-1>the Company's proxy statement for its annual meeting of stockholders held on May 15, 2002; and</td></tr>

<tr valign=top><td><font size=-1>(f)</td><td><font size=-1>the description of the Common Stock of the Company contained in the Company's Registration Statement on Form 8-A filed on October 9, 2001, and all amendments or reports filed for the purpose of updating such description.</td></tr></table>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This incorporation by reference shall not be deemed to specifically incorporate by reference the information
relating to the audit committee report (as permitted under Item 306 of Regulation S-K) or the board compensation
committee report on executive compensation and performance graph (as permitted under Item 402(a)(8) of
Regulation S-K) contained in the Company's 2002 annual meeting proxy statement.  Nor shall this incorporation by
reference be deemed to specifically incorporate by reference the information provided under Item 9 of the Current
Reports on Form 8-K filed by the Company on May 16, 2002, June 13, 2002, July 22, 2002 and July 24, 2002.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act"), after the filing of this Registration Statement,
and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such
documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by reference
herein or in the Prospectus shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein 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 or the Prospectus.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is
incorporated).  Requests should be directed to Doria Koros, Secretary, MB Financial, Inc., 1200 North Ashland
Avenue, Chicago, Illinois  60622, telephone number (773) 645-7868.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the
detailed information, including financial statements, appearing in the documents incorporated herein or therein by
reference.</P>

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<P>Item 4.&nbsp;&nbsp;&nbsp;<U>Description of Securities</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</P>

<P>Item 5.&nbsp;&nbsp;&nbsp;<U>Interests of Named Experts and Counsel</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</P>

<P>Item 6.&nbsp;&nbsp;&nbsp;<U>Indemnification of Directors and Officers</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its
charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for
monetary damages except:  (1) to the extent it is proven that the director or officer actually received an improper
benefit or profit, for the amount of the improper benefit or profit; or (2) to the extent a final judgment or adjudication
against the director or officer is based on a determination that the director's or officer's act or failure to act was the
result of active and deliberate dishonesty and was material to the cause of action against the director or officer.  The
Company's charter contains such a provision, thereby limiting the liability of its directors and officers to the
maximum extent permitted by Maryland law.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a
director or officer who is made a party to any proceeding by reason of service in that capacity against judgments,
penalties, fines, settlements and reasonable expenses actually incurred unless it is proven that: (1) the act or omission
of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or
with active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit; or
(3) in the case of a criminal proceeding, the director or officer had reason to believe that his conduct was unlawful.
The Maryland General Corporation Law provides that where a director or officer is a defendant in a proceeding by
or in the right of the corporation, the director or officer may not be indemnified if he or she is found liable to the
corporation.  The Maryland General Corporation Law also provides that a director or officer may not be indemnified
in respect of any proceeding alleging improper personal benefit  in which he or she was found liable on the grounds
that personal benefit was improperly received.  A director or officer found liable in a proceeding by or in the right of
the corporation or in a proceeding alleging improper personal benefit may petition a court to nevertheless order
indemnification if the court determines that the director or officer is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances. </P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a
Maryland corporation,  a director or officer who is successful on the merits or otherwise in defense of any
proceeding must be indemnified against reasonable expenses.  Section 2-418 also provides that a Maryland
corporation may advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or
her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard
of conduct was not met.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company's charter provides for indemnification of directors and officers to the maximum extent
permitted by the Maryland General Corporation Law.</P>

<P>Item 7.&nbsp;&nbsp;&nbsp;<U>Exemption from Registration Claimed</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>

<P>Item 8.&nbsp;&nbsp;&nbsp;<U>Exhibits</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See the Index to Exhibits to this Registration Statement.</P>
<BR><BR><BR>
<CENTER>II-2</CENTER><a href="#II-3">NEXT PAGE</a><BR>
<a name="II-3"></a>

<P>Item 9.&nbsp;&nbsp;&nbsp;<U>Undertakings</U>.</P>

<table width=100%>

<tr valign=top><td width=5%></td><td width=6%><font size=-1>(a)</td><td colspan=4><font size=-1>The undersigned Registrant hereby undertakes:</td></tr>
<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1></td><td colspan=3><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=5%></td><td width=6%><font size=-1></td><td width=6%></td><td colspan=3><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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;</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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;</P>

<P>provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Section 15(d) of the
Exchange Act of 1934 that are incorporated by reference in the registration statement.</P></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1></td><td colspan=3><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 <U>bona</U> <U>fide</U> offering thereof.</P>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1>(b)</td><td colspan=4><font size=-1>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.</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=5%></td><td width=6%><font size=-1>(c)</td><td colspan=4><font size=-1>	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 of expenses incurred or paid by a director, officer or
controlling person 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.</P></td></tr></table>

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<P><CENTER><STRONG><U>SIGNATURES</U></STRONG></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, there unto duly authorized in the City of
Chicago, State of Illinois, on August 9, 2002.</P>

<table width=100%>
<tr valign=top><td width=43%></td>
<td width=7%></td>
<td><font size=-1><STRONG>MB FINANCIAL, INC.</STRONG></td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>
<tr valign=top><td></td><td><font size=-1>By:</td><td><font size=-1><br>/s/ Mitchell Feiger<hr noshade>Name:&nbsp;&nbsp;Mitchell Feiger<br>Title:&nbsp;&nbsp;&nbsp;&nbsp;President and Chief Executive Officer</td></tr></table>


<P><CENTER><STRONG>POWER OF ATTORNEY</STRONG></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Mitchell Feiger, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his 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 all 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all said attorney-in-fact and agent or his substitutes or substitute may lawfully do or cause to be done by
virtue hereof.</P>

<P><CENTER><STRONG><U>SIGNATURES</U></STRONG></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.</P>

<table width=100%>
<tr valign=top><td width=50%><font size=-1>/s/ Mitchell Feiger<hr noshade>Mitchell Feiger<br>
Director, President and Chief Executive Officer<br>
(<EM>Principal Executive Officer</EM>)</td>
<td width=8%></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=43%><font size=-1>/s/ Jill E. York<hr noshade>Jill E. York<br>
Vice President and Chief Financial Officer<br>
(<EM>Principal Financial and Accounting Officer</EM>)</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=50%><font size=-1>/s/ E.M. Bakwin<hr noshade>E.M. Bakwin<br>
Chairman of the Board</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=50%><font size=-1>/s/ James N. Hallene<hr noshade>James N. Hallene<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr></table>

<BR><BR><BR><br>
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<table width=100%>
<tr><td><br>
<br>
</td></tr>
<tr><td></td></tr>
<tr valign=top><td width=50%><font size=-1>/s/ Leslie S. Hindman<hr noshade>Leslie S. Hindman<br>
Director</td>
<td width=8%></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>&nbsp;<hr noshade>David Husman<br>
Director</td>
<td></td>
<td><font size=-1>Date:</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Robert S. Engelman<hr noshade>Robert S. Engelman, Jr.<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Alfred Feiger<hr noshade>Alfred Feiger<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Richard I. Gilford<hr noshade>Richard I. Gilford<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Thomas H. Harvey<hr noshade>Thomas H. Harvey<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Ronald D. Santo<hr noshade>Ronald D. Santo<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>

<tr valign=top><td width=50%><font size=-1>/s/ Eugene Sawyer<hr noshade>Eugene Sawyer<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Burton J. Field<hr noshade>Burton J. Field<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Lawrence E. Gilford<hr noshade>Lawrence E. Gilford<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Patrick Henry<hr noshade>Patrick Henry<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr></table>

<a href="#SIGNATURE3">NEXT PAGE</a><BR>
<a name="SIGNATURE3"></a>
<table width=100%>

<tr valign=top><td width=50%><font size=-1>&nbsp;<hr noshade>Richard J. Holmstrom<br>
Director</td>
<td width=8%></td>
<td><font size=-1>Date:</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Clarence Mann<hr noshade>Clarence Mann<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>


<tr valign=top><td width=50%><font size=-1>/s/ Kenneth A. Skopec<hr noshade>Kenneth A. Skopec<br>
Director</td>
<td></td>
<td><font size=-1>Date:&nbsp;&nbsp;August 9, 2002</td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr></table>


<P><CENTER><STRONG><U>SIGNATURES</U></STRONG></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the trustees  (or other persons who administer
the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on August 9, 2002.</P>

<table width=100%>
<tr valign=top><td width=50%></td>
<td width=7%></td>
<td><font size=-1><STRONG>MB FINANCIAL BANK, N.A., as Plan Trustee</STRONG></td></tr>

<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>
<tr><td></td></tr>
<tr valign=top><td></td><td><font size=-1>By:</td><td><font size=-1>/s/ Jill E. York<hr noshade>Name:&nbsp;&nbsp;Jill E. York<br>Title:&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President and Chief Financial Officer</td></tr></table>

<a href="#INDEX TO EXHIBITS">NEXT PAGE</a><BR>
<a name="INDEX TO EXHIBITS"></a>

<P><STRONG><CENTER>INDEX TO EXHIBITS</CENTER>
</STRONG></P>

<TABLE align=center WIDTH="80%">
<TR VALIGN="bottom"><TD ALIGN="CENTER"><font size=-1><STRONG>Exhibit<br>
Number</STRONG><hr noshade></TD>
<TD ALIGN="CENTER"><font size=-1><STRONG>Description</STRONG><hr noshade></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>4.1</TD>
<TD><font size=-1>Articles of Amendment and Restatement of the Registrant's Charter (included as Exhibit 3.1 to the Registrant's  Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 0-24566-01) and incorporated herein by reference).</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>4.2</TD>
<TD><font size=-1>Amended and Restated Bylaws of the Registrant (included as Exhibit 3.2 to  Amendment No. One to the Registration Statement on Form S-1 of the Registrant and MB Financial Capital Trust I filed on August 8, 2002 (File Nos. 333-97007 and 333-97007-01) and incorporated herein by reference).</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>4.3</TD>
<TD><font size=-1>Form of the Registrant's specimen common stock certificate (filed as Exhibit 4.1 to Amendment No. One to the Registrant's Registration Statement on Form S-4 (Registration Number 333-64584) and incorporated herein by reference).</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>5</TD>
<TD><font size=-1>Opinion of Silver, Freedman & Taff, L.L.P.</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>23.1</TD>
<TD><font size=-1>Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5)</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>23.2</TD>
<TD><font size=-1>Consent of KPMG LLP</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>23.3</TD>
<TD><font size=-1>Consent of McGladrey & Pullen, LLP</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER"><font size=-1>24</TD>
<TD><font size=-1>Power of Attorney (contained on signature page)</TD></TR></TABLE>

<P>_________________________</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.</P>

<a href="#EXHIBITS">END</a><BR>
<a name="EXHIBITS"></a>

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{"company-data": {"conformed-name": "MB FINANCIAL INC     /MD", "cik": "0001139812", "assigned-sic": "6035", "irs-number": "363132116", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97857", "film-number": "02723952"}, "business-address": {"street1": "801 WEST MADISON STREET", "city": "CHICAGO", "state": "IL", "zip": "60607", "phone": "3124217600"}, "mail-address": {"street1": "1200 NORTH ASHLAND AVENUE", "city": "CHICAGO", "state": "IL", "zip": "60622"}, "former-company": [{"former-conformed-name": "MB MIDCITY INC", "date-changed": "20010502"}, {"former-conformed-name": "MB FINANCIAL INC/IL", "date-changed": "20011113"}]}
As filed with the Securities and Exchange Commission on August 9, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation
or organization)
36-446025
(I.R.S. Employer Identification No.)
801 West Madison Street, Chicago, Illinois
(Address of principal executive offices)
60607
(Zip Code)
MB FINANCIAL, INC.
401(k) PROFIT SHARING PLAN
(Full title of the plan)
Robert L. Freedman, P.C.
Craig M. Scheer, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1700 Wisconsin Avenue, NW
Washington, D.C.  20007
(Name and address of agent for service)
(202) 295-4500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be
registered
Amount to be
registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
(2)
Amount of
registration fee
(2)
Common Stock, par
value $.01 per share
250,000 shares
$32.56
(1)
$8,140,000
(1)
$749
(1)
Interest in Plan
N/A
N/A
(2)
N/A
N/A
(1)
Estimated in accordance with Rule 457(h), calculated on the basis of $32.56 per share, which was the average of the
high and low sale prices per share of the common stock on The Nasdaq Stock Market on August 9, 2002.
(2)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.  In
accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests.
NEXT PAGE
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to
participants in the MB Financial, Inc. 401(k) Profit Sharing Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
I-1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents by Reference
.
The following documents previously filed with the Commission (File No. 0-24566-01) are hereby
incorporated by reference in this Registration Statement and the prospectus to which this Registration Statement
relates (the "Prospectus"):
(a)
the Annual Report on Form 10-K of MB Financial, Inc., a Maryland corporation (the "Company"), for the
year ended December 31, 2001, as amended on Form 10-K/A filed on April 12, 2002;
(b)
the Annual Report on Form 11-K of the Plan for the year ended December 31, 2001;
(c)
the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002;
(d)
the Company's Current Reports on Form 8-K filed on May 16, 2002, June 13, 2002, July 22, 2002 and July 24, 2002;
(e)
the Company's proxy statement for its annual meeting of stockholders held on May 15, 2002; and
(f)
the description of the Common Stock of the Company contained in the Company's Registration Statement on Form 8-A filed on October 9, 2001, and all amendments or reports filed for the purpose of updating such description.
This incorporation by reference shall not be deemed to specifically incorporate by reference the information
relating to the audit committee report (as permitted under Item 306 of Regulation S-K) or the board compensation
committee report on executive compensation and performance graph (as permitted under Item 402(a)(8) of
Regulation S-K) contained in the Company's 2002 annual meeting proxy statement.  Nor shall this incorporation by
reference be deemed to specifically incorporate by reference the information provided under Item 9 of the Current
Reports on Form 8-K filed by the Company on May 16, 2002, June 13, 2002, July 22, 2002 and July 24, 2002.
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act"), after the filing of this Registration Statement,
and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such
documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by reference
herein or in the Prospectus shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein 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 or the Prospectus.
The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is
incorporated).  Requests should be directed to Doria Koros, Secretary, MB Financial, Inc., 1200 North Ashland
Avenue, Chicago, Illinois  60622, telephone number (773) 645-7868.
All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the
detailed information, including financial statements, appearing in the documents incorporated herein or therein by
reference.
II-1
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Item 4.
Description of Securities
.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not Applicable.
Item 6.
Indemnification of Directors and Officers
.
Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its
charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for
monetary damages except:  (1) to the extent it is proven that the director or officer actually received an improper
benefit or profit, for the amount of the improper benefit or profit; or (2) to the extent a final judgment or adjudication
against the director or officer is based on a determination that the director's or officer's act or failure to act was the
result of active and deliberate dishonesty and was material to the cause of action against the director or officer.  The
Company's charter contains such a provision, thereby limiting the liability of its directors and officers to the
maximum extent permitted by Maryland law.
Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a
director or officer who is made a party to any proceeding by reason of service in that capacity against judgments,
penalties, fines, settlements and reasonable expenses actually incurred unless it is proven that: (1) the act or omission
of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or
with active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit; or
(3) in the case of a criminal proceeding, the director or officer had reason to believe that his conduct was unlawful.
The Maryland General Corporation Law provides that where a director or officer is a defendant in a proceeding by
or in the right of the corporation, the director or officer may not be indemnified if he or she is found liable to the
corporation.  The Maryland General Corporation Law also provides that a director or officer may not be indemnified
in respect of any proceeding alleging improper personal benefit  in which he or she was found liable on the grounds
that personal benefit was improperly received.  A director or officer found liable in a proceeding by or in the right of
the corporation or in a proceeding alleging improper personal benefit may petition a court to nevertheless order
indemnification if the court determines that the director or officer is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances.
Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a
Maryland corporation,  a director or officer who is successful on the merits or otherwise in defense of any
proceeding must be indemnified against reasonable expenses.  Section 2-418 also provides that a Maryland
corporation may advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written
affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct
necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or
her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard
of conduct was not met.
The Company's charter provides for indemnification of directors and officers to the maximum extent
permitted by the Maryland General Corporation Law.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
See the Index to Exhibits to this Registration Statement.
II-2
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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:
(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;
(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 (a)(1)(i) and (a)(1)(ii) do 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 Section 15(d) of the
Exchange Act of 1934 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.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in 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.
(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 of expenses incurred or paid by a director, officer or
controlling person 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.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, there unto duly authorized in the City of
Chicago, State of Illinois, on August 9, 2002.
MB FINANCIAL, INC.
By:
/s/ Mitchell Feiger
Name:  Mitchell Feiger
Title:    President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Mitchell Feiger, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his 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 all 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all said attorney-in-fact and agent or his substitutes or substitute may lawfully do or cause to be done by
virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
/s/ Mitchell Feiger
Mitchell Feiger
Director, President and Chief Executive Officer
(
Principal Executive Officer
)
Date:  August 9, 2002
/s/ Jill E. York
Jill E. York
Vice President and Chief Financial Officer
(
Principal Financial and Accounting Officer
)
Date:  August 9, 2002
/s/ E.M. Bakwin
E.M. Bakwin
Chairman of the Board
Date:  August 9, 2002
/s/ James N. Hallene
James N. Hallene
Director
Date:  August 9, 2002
NEXT PAGE
/s/ Leslie S. Hindman
Leslie S. Hindman
Director
Date:  August 9, 2002
David Husman
Director
Date:
/s/ Robert S. Engelman
Robert S. Engelman, Jr.
Director
Date:  August 9, 2002
/s/ Alfred Feiger
Alfred Feiger
Director
Date:  August 9, 2002
/s/ Richard I. Gilford
Richard I. Gilford
Director
Date:  August 9, 2002
/s/ Thomas H. Harvey
Thomas H. Harvey
Director
Date:  August 9, 2002
/s/ Ronald D. Santo
Ronald D. Santo
Director
Date:  August 9, 2002
/s/ Eugene Sawyer
Eugene Sawyer
Director
Date:  August 9, 2002
/s/ Burton J. Field
Burton J. Field
Director
Date:  August 9, 2002
/s/ Lawrence E. Gilford
Lawrence E. Gilford
Director
Date:  August 9, 2002
/s/ Patrick Henry
Patrick Henry
Director
Date:  August 9, 2002
NEXT PAGE
Richard J. Holmstrom
Director
Date:
/s/ Clarence Mann
Clarence Mann
Director
Date:  August 9, 2002
/s/ Kenneth A. Skopec
Kenneth A. Skopec
Director
Date:  August 9, 2002
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees  (or other persons who administer
the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on August 9, 2002.
MB FINANCIAL BANK, N.A., as Plan Trustee
By:
/s/ Jill E. York
Name:  Jill E. York
Title:    Senior Vice President and Chief Financial Officer
NEXT PAGE
INDEX TO EXHIBITS
Exhibit
Number
Description
4.1
Articles of Amendment and Restatement of the Registrant's Charter (included as Exhibit 3.1 to the Registrant's  Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 0-24566-01) and incorporated herein by reference).
4.2
Amended and Restated Bylaws of the Registrant (included as Exhibit 3.2 to  Amendment No. One to the Registration Statement on Form S-1 of the Registrant and MB Financial Capital Trust I filed on August 8, 2002 (File Nos. 333-97007 and 333-97007-01) and incorporated herein by reference).
4.3
Form of the Registrant's specimen common stock certificate (filed as Exhibit 4.1 to Amendment No. One to the Registrant's Registration Statement on Form S-4 (Registration Number 333-64584) and incorporated herein by reference).
5
Opinion of Silver, Freedman & Taff, L.L.P.
23.1
Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5)
23.2
Consent of KPMG LLP
23.3
Consent of McGladrey & Pullen, LLP
24
Power of Attorney (contained on signature page)
_________________________
The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.
END