SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 13, 2002

MB FINANCIAL, INC.
(Exact name of Registrant as specified in its Charter)

Maryland   0-24566-01   36-4460265
(State or other jurisdiction of incorporation)   (Commission File No.)   (IRS Employer Identification No.)

801 West Madison Street, Chicago, Illinois
 
60607
(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: (773) 645-7866

N/A
(Former name or former address, if changed since last report)

Item 9. Regulation FD Disclosure

Forward-Looking Statements

        When used in this Current Report on Form 8-K and in other filings by MB Financial, Inc. (the "Company") with the Securities and Exchange Commission, in press releases or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to the Company's future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

        Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the merger with MidCity Financial Corporation might not be realized within the expected time frame; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to access cost-effective funding; (10) changes in financial markets and general economic conditions; (11) new legislation or regulatory changes; and (12) changes in accounting principles, policies or guidelines.

        The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

        Set forth below is material prepared for presentation at an industry conference.


LOGO

Howe Barnes Investments, Inc.
7th Annual Community Bank Conference
June 13, 2002

Mitchell Feiger, President & CEO
Jill E. York, Vice President & CFO

NASDAQ: MBFI

LOGO

Mitchell Feiger
President and
Chief Executive Officer

Forward Looking Statements

        When used in this document or other public shareholder communications, in filings with the Securities and Exchange Commission, or in oral statements made with the approval of an authorized executive officer, the words or phrases "believe," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "plans," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. These statements may relate to the Company's future financial performance, strategic plans or objectives, revenues or earnings projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the statements.

        Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) expected cost savings and synergies from the recently completed merger of MB Financial and MidCity Financial with the Company might not be realized within the expected time frame; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs; (3) changes in management's estimate of the adequacy of the allowance for loan losses; (4) changes in management's valuation of the Company's interest only receivables; (5) competitive pressures among depository institutions; (6) interest rate movements and their impact on customer behavior and the Company's net interest margin; (7) the impact of repricing and competitors' pricing initiatives on loan and deposit products; (8) the Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the market place; (9) the Company's ability to access cost-effective funding; (10) changes in financial markets and general economic conditions; (11) new legislation or regulatory changes; and (12) changes in accounting principles, policies or guidelines.

        The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

One Year Ago

Last Year
    
    13   Offices
      1   Bank subsidiaries
    $3.0   1st Q N/I (millions)
    $1.5   Assets (billions)
    $1.1   Loans (billions)
    $1.1   Deposits (billions)

Source: March 31, 2001 and March 31, 2002 10-Qs.

Today

Last Year
    
   Today
    13   Offices     41
      1   Bank subsidiaries       3
    $3.0   1st Q N/I (millions)   $10.3
    $1.5   Assets (billions)     $3.7
    $1.1   Loans (billions)     $2.4
    $1.1   Deposits (billions)     $3.0

Source: March 31, 2001 and March 31, 2002 10-Qs.
"Today" column includes acquisition of First National Bank of Lincolnwood which was completed April 6, 2002.

One Year Ago

Last Year
    
    
      $0.41   Earning per share    
    $21.50   Stock price    
      12.8   P/E (TTM)    
      11.7   P/E forward    

Today

Last Year
    
   Today
      $0.41   Earning per share     $0.58
    $21.50   Stock price   $32.00
      12.8   P/E (TTM)     16.6*
      11.7   P/E forward     13.1

* Net income adjusted for merger charge.
P/E forward based on 2001 & 2002 IBES EPS estimate.

M & A Highlights
1999 to 2002

 
   Assets
Acquired Avondale Financial Corp.
 February 1999		   $484 million

Acquired Damen Financial Corp
 July 1999
 
$207 million

Acquired FSL Holdings, Inc.
 May 2001
 
$222 million

MB Financial and MidCity Financial Corporation merged
 November 2001
 
MOE

Acquired Lincolnwood Financial Corp.
 April 2002
 
$240 million

M & A Success Factors

Recent Acquisition Pricing

Transaction
  P/E
   P/E
Adj*
   P/B
   Prem/
Dep
  
FSL   21.7   12.6   1.2   4.3 %
Lincolnwood   14.4   8.9   1.6   6.9 %

* P/E Adj is computed as price / (pre-acquisition core earnings + after-tax cost savings in year one.)

Recent Acquisition Pricing

Transaction
  IRR
   1st Yr
EPS
   Cost
Saves
  
FSL   27 % +3.5 % 42 %
Lincolnwood   27 % +3.8 % 50 %

Commercial Banking

Commercial and Commercial Real
Estate Loans Outstanding

BAR GRAPH

Commercial, CRE and
Lease Loans Outstanding

BAR GRAPH

Loan Mix

BAR GRAPH

Distribution of Borrowers and Non-borrowers

         PIE CHARTS

Lease Banking

Lease Loans Outstanding

         BAR GRAPH

Equipment Leases

         BAR GRAPH

Lease Financing Revenue

         BAR GRAPH

Wealth Management

Wealth Management Revenue

         BAR GRAPH

Wealth Management Revenue

         BAR GRAPH

Composition of Trust Assets

         PIE CHART

Equity Composite Performance
as of April 30, 2002

         BAR GRAPH

Retail Banking

Chicago Area Map

         CHICAGO AREA MAP

Commercial Bank Holding Companies
Cook County Deposit Market Share

As of June 30, 2001

Rank
   Institution
   Branch
Count
   Deposits
($000)
   Market
Share
(%)
1   Bank One Corp. (IL)   149   29,459,185   21.40
2   ABN AMRO North America Inc. (IL)   129   23,122,409   16.80
3   Bank of Montreal   88   11,749,691   8.54
4   Northern Trust Corp. (IL)   10   8,129,114   5.91
5   Citigroup Inc. (NY)   44   6,616,199   4.81
6   Charter One Financial (OH)   70   5,062,990   3.68
7   Fifth Third Bancorp (OH)   33   2,971,746   2.16
8   Bank of America Corp. (NC)   2   2,585,777   1.88
9   MB Financial Inc. (IL)   34   2,574,281   1.87
10   MAF Bancorp Inc. (IL)   23   2,481,782   1.80
11   Corus Bankshares Inc. (IL)   14   2,242,604   1.63
12   FBOP Corp. (IL)   21   1,821,970   1.32
13   Taylor Capital Group, Inc. (IL)   13   1,737,297   1.26
14   TCF Financial Corp. (MN)   114   1,733,149   1.26
15   U.S. Bancorp (MN)   31   1,384,577   1.01
16   First Midwest Bancorp Inc. (IL)   18   1,178,829   0.86
17   Parkway Bancorp, Inc. (IL)   15   1,110,173   0.81
18   Hershenhorn Bancorp., Inc. (IL)   2   1,095,991   0.80
19   Popular Inc. (PR)   20   1,066,624   0.77
20   Metropolitan Bank Group, Inc. (IL)   41   1,038,268   0.75

Source: SNL Datasource 4.0 as of June 4, 2002.
Includes acquisition of First Lincolnwood Corp.

LOGO

Jill E. York
Vice President and
Chief Financial Officer

Fully Diluted Earnings Per Share

BAR GRAPH

Fully Diluted Earnings Per Share

         BAR GRAPH

Fully Diluted Earnings Per Share

         BAR GRAPH

First Quarter Review
Net Interest Income

         BAR GRAPH

Net Interest Income Sensitivity
Varying Rate Scenarios
One Year Horizon

         BAR GRAPH

First Quarter Review
Non-Interest Income

         BAR GRAPH

First Quarter Review
Non-Interest Expense

         BAR GRAPH

First Quarter Review
Efficiency Ratio

         BAR GRAPH

MBFI Stock Price

LINE GRAPH

MBFI Stock Price
Compared to Nasdaq and Bank Indexes

LINE GRAPH

Investor Recap

LOGO

Howe Barnes Investments, Inc.
7th Annual Community Bank Conference
June 13, 2002

Mitchell Feiger, President & CEO
Jill E. York, Vice President & CFO

NASDAQ: MBFI

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

    MB FINANCIAL, INC.

Date: June 13, 2002
 
By:
/s/  JILL E. YORK      
Jill E. York, Vice President
and Chief Financial Officer