UNITED STATES

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): May 31, 2005

MB FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

801 West Madison Street, Chicago, Illinois 60607

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (312) 633-0333

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

Forward-Looking Statements

                When used in this presentation and in filings with the Securities and Exchange Commission, in other 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 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 our merger and acquisition activities might not be realized within the expected time frames, and costs or difficulties relating to integration matters might be greater than expected; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (3) competitive pressures among depository institutions; (4) interest rate movements and their impact on customer behavior and net interest margin; (5) the impact of repricing and competitors’ pricing initiatives on loan and deposit products; (6) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the market place; (7) MB Financial’s ability to realize the residual values of its direct finance, leveraged, and operating leases; (8) the ability to access cost-effective funding; (9) changes in financial markets; (10) changes in economic conditions in general and in the Chicago metropolitan area in particular; (11) the costs, effects and outcomes of litigation; (12) new legislation or regulatory changes, including but not limited to changes in federal and/or state tax laws or interpretations thereof by taxing authorities; (13) changes in accounting principles, policies or guidelines; and (14) future acquisitions by MB Financial of other depository institutions or lines of business.

                MB Financial 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 are investor presentation materials.

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[LOGO]

Howe Barnes Investments, Inc.
10th Annual Community Bank Conference

Mitchell Feiger, President and Chief Executive Officer
Jill E. York, Vice President and Chief Financial Officer

June 1, 2005

NASDAQ:  MBFI

Forward Looking Statements

When used in this presentation and in filings with the Securities and Exchange Commission, in other 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 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 our merger and acquisition activities might not be realized within the expected time frames, and costs or difficulties relating to integration matters might be greater than expected; (2) the credit risks of lending activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses; (3) competitive pressures among depository institutions; (4) interest rate movements and their impact on customer behavior and net interest margin; (5) the impact of repricing and competitors’ pricing initiatives on loan and deposit products; (6) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the market place; (7) MB Financial’s ability to realize the residual values of its direct finance, leveraged, and operating leases; (8) the ability to access cost-effective funding; (9) changes in financial markets; (10) changes in economic conditions in general and in the Chicago metropolitan area in particular; (11) the costs, effects and outcomes of litigation; (12) new legislation or regulatory changes, including but not limited to changes in federal and/or state tax laws or interpretations thereof by taxing authorities; (13) changes in accounting principles, policies or guidelines; and (14) future acquisitions by MB Financial of other depository institutions or lines of business.

MB Financial 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.

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MB Financial Snapshot

(Dollars amounts in millions, except per share data)

* See “Non-GAAP Disclosure Reconciliations” on page 30.

3

* See “Non-GAAP Disclosure Reconciliations” on page 30.

4

Marketplace Dynamics

•       Fragmented banking market

•       Slowly consolidating

•       Target market includes 8,000+ middle market companies

[GRAPHIC]

5

Bank Holding Companies

Cook County Deposit Market Share

As of June 30, 2004

Pending Ownership as of May 23, 2005

Source - SNL Datasource

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Key Strategies

Our EPS growth has been fueled by dual growth sources

•       Core business lines are growing

•       Commercial Banking

•       Wealth Management

•       Retail Banking

•       Mergers and acquisitions supplement core business growth

[CHART]

* Includes $19.2 million after tax merger charge.

7

Commercial Banking

•       Well developed business line

•       Target market is companies with revenues ranging from $5 to 100 million

•       Heavy investment in personnel over past 10 years

•       Robust training program for recent graduates

•       Focused on:

•       Middle-market business financing

•       Treasury management

•       Real estate investor, construction, developer financing

•       Lease banking

+15%
CAGR

[CHART]

8

Market Feedback

Based upon third party research, client satisfaction leads the market.

9 out of 10 customers with sales over $10 million in 2004 said MB Financial Bank was:

•       “Excellent or Above Average” in overall satisfaction.

•       “Above market standard” for prompt follow-up and closure on requests.

•       “Excellent or Above Average” on top management support.

9

Commercial Banking - Diversified Loan Portfolio

As of March 31, 2005

Loan Portfolio Composition
($3.4 billion)

[CHART]

Commercial Loans by Industry Type
($2.7 billion)

[CHART]

10

Credit Quality

•       Excellent, stable, predictable

•       Better than peers with large C&I portfolios

•       Loans are granular – typical size is $3 to $6 million; 91% of credits are under $15 million.

•       Extensive due diligence prior to acquisitions

Net Charge-offs to Average Loans

[CHART]

Allowance vs. NPL to Total Loans

[CHART]

11

Granularity of Non-Performing Loans

As of March 31, 2005

12

Retail Banking

•       Consumer and small business

•       Deposit and credit services

•       11% deposit growth over past five years

•       Growing transaction accounts

•       Sales/service culture

•       Cost efficient lending platform

•       Upgrading branch locations to maximize growth and profitability

13

Retail Banking – Convenience Banking Strategy

•       Goals

•       Improve deposit growth

•       Improve deposit mix

•       Reduce funding costs

•       Implementation activities

•       Extended hours

•       Simplified transaction processes

•       Consistent customer experience

•       Additional expenses in 2005

•       Personnel

•       Marketing

14

Wealth Management

Expanding business and capabilities

•       Private Banking

•       Staff are deep generalists (loans, deposits, asset management and trust services, estate and financial planning)

•       Asset Management and Trust

•       Open architecture asset management format

•       Objective advice

•       Superior returns

•       Vision Investment Services

•       Provides brokerage services through MB and other banks

•       Works closely with MB Retail Banking

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•       Significant opportunity for growth within MB Financial customer base

•       Adding revenue producing people and capabilities

•       Adding investment management depth

•       Continuing to upgrade relationships from custodied to managed

[CHART]

16

M & A Highlights

2001 to 2004

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Recent Acquisition Pricing

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

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*    For First SecurityFed, second year EPS accretion is projected to be 3.8% and second year cost saves are estimated to be 32%.

19

MB Financial Performance

•       Five years of strong results

•       Robust core business growth

•       Capitalized on M&A opportunities

* Includes $19.2 million net merger expenses.

** See “Non-GAAP Disclosure Reconciliations” on page 30.

20

Net Interest Income

•       NII consistently growing as we expand our business

•       NIM has been stable through various interest rate environments

•       Funding sources are stable

Net Interest Income

[CHART]

NIM vs. Fed Funds Rate

[CHART]

21

Interest Rate Risk

•       Slightly asset sensitive

•       Naturally hedged

NII Sensitivity (Ramped)

[CHART]

NII Sensitivity (Shocked)

[CHART]

Twist Scenario

[CHART]

22

Other Income

•       Diversifying revenue sources

•       Wealth Management, Deposit Services and Lease Banking are strong contributors to growth

•       Other category includes securities and asset gains and varies significantly

[CHART]

23

Efficiency Ratio

•       We carefully manage expenses

•       We are making investments in revenue producing personnel

•       Extensive investing in infrastructure – electronic and physical

[CHART]

*Excludes $19.2 million after tax merger charge.

24

Cash Return on Tangible Equity

[CHART]

*      Excludes $19.2 million after tax merger charge.

See “Non-GAAP Disclosure Reconciliations” on page 30.

25

Key Investment Considerations

Strategy

•       Build market share in key business lines (Commercial, Retail, Wealth Management)

•       Diversify revenue streams

•       Lower cost of funds

•       Capitalize on key M&A opportunities

•       Invest in people and process

Results

•       Strong, consistent loan growth

•       Stable credit quality

•       Robust EPS growth

•       High return on equity/tangible equity

•       Increasing commercial market share

26

[CHART]

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[CHART]

28

Non-GAAP Disclosure Reconciliations

These materials contain certain financial measures determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Such measures include cash return on tangible equity and net interest margin on a fully tax equivalent basis.

Cash return on tangible equity is determined by dividing cash earnings by average tangible stockholders’ equity.  The most directly comparable GAAP measure, return on equity, is determined by dividing net income by average stockholders’ equity.  Cash earnings exclude from net income the effect of amortization expense for intangible assets other than goodwill (which is no longer amortized but tested for impairment annually), and average tangible stockholders’ equity excludes from average stockholders’ equity acquisition-related goodwill and other intangible assets, net of tax benefit.  Management believes that the presentation of cash return on tangible equity is helpful in understanding our financial results, as it provides a method to assess management’s success in utilizing our tangible capital.

Net interest margin on a fully tax equivalent basis is determined by dividing net interest income on a fully tax equivalent basis by average interest-earning assets.  The most directly comparable GAAP measure, net interest margin, is determined by dividing net interest income by average interest-earning assets.  The tax equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and assumes a 35% tax rate.  Management believes that it is a standard practice in the banking industry to present net interest margin on a fully tax equivalent basis, and accordingly believes that providing this measure may be useful for peer comparison purposes.

The following tables reconcile cash earnings to net income, average tangible stockholders’ equity to average stockholders’ equity and net interest margin on a fully tax equivalent basis to net interest margin for the periods presented:  (dollars in thousands)

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30

[LOGO]

Howe Barnes Investments, Inc.
10th Annual Community Bank Conference

Mitchell Feiger, President and Chief Executive Officer

Jill E. York, Vice President and Chief Financial Officer

June 1, 2005

NASDAQ:  MBFI

31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, MB Financial, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 31st day of May, 2005.

MB FINANCIAL, INC.

Jill E. York

Vice President and Chief Financial Officer

(Principal Financial and Principal Accounting Officer)

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