UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

(Check One):		o Form 10-K		o Form 20-F		ý Form 11-K		o Form 10-Q		o Form N-SAR
		For Period Ended:				December 31, 2002
		o Transition Report on Form 10-K
		o Transition Report on Form 20-F
		o Transition Report on Form 11-K
		o Transition Report on Form 10-Q
		o Transition Report on Form N-SAR
		For the Transition Period Ended:
Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
Part I—Registrant Information
MB Financial, Inc. Full Name of Registrant
N/A Former Name if Applicable
801 West Madison Street Address of Principal Executive Office (Street and Number)
Chicago, Illinois 60607 City, State and Zip Code

Part II—Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) ý

(a)		The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)		The subject annual report, semi-annual report, transition on Form 10-K or Form 10-KSB, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
		will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)		The accountant's statement or other exhibit required by Rule 12b- 25(c) has been attached, if applicable.

Part III—Narrative

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.

Response:

The Annual Report on Form 11-K for the MB Financial, Inc. 401(k) Profit Sharing Plan (the "Plan") for the plan year ended December 31, 2002 could not be filed by the prescribed due date (June 30, 2003) because additional time is needed to complete the Plan's financial statements due to integration issues which have arisen from the merging of other plans (assumed by the Registrant as a result of acquisitions of other entities) into the Plan and the retention of a new third party administrator for the Plan.

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Part IV—Other Information

(1)		Name and telephone number of person to contact in regard to this notification.
		Jill E. York (Name)		(773) (Area Code)		645-7866 (Telephone Number)
(2)		Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
		If the answer is no, identify report(s).
						o Yes        ý No
(3)		Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
						o Yes        ý No
		If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

MB Financial, Inc. (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:		July 1, 2003		By:		/s/ JILL E. YORK
						Jill E. York, Vice President and Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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