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): September 2, 2003


                         WINTRUST FINANCIAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


                         Commission File Number 0-21923



                                                                                      
                       Illinois                                                          36-3873352
-------------------------------------------------------                -----------------------------------------------
    (State or other Jurisdiction of Incorporation)                          (I.R.S. Employer Identification No.)




                               727 North Bank Lane
                           Lake Forest, Illinois 60045
            -------------------------------------------------------
                    (Address of Principal Executive Offices)



                                 (847) 615-4096
     ----------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)





ITEM 9.  REGULATION FD DISCLOSURE.
         ------------------------

     On September 2, 2003, Wintrust Financial Corporation (the "Company")
announced plans to offer 1.0 million shares of common stock for sale in an
underwritten public offering. Attached as Exhibit 99.1 is a copy of the press
release relating to the announcement, which is incorporated herein by reference.

     Note: the information in this report (including the exhibits) is furnished
pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section, or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing. This report will not
be deemed a determination or an admission as to the materiality of any
information in the report that is required to be disclosed solely by Regulation
FD.


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                                   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.



                         WINTRUST FINANCIAL CORPORATION
                                  (Registrant)





Date:  September 2, 2003               /s/ David L. Stoehr
                                       -----------------------------------------
                                       David L. Stoehr
                                       Executive Vice President &
                                        Chief Financial Officer


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                                INDEX TO EXHIBITS
                                -----------------

Exhibit
-------

99.1      Press release dated September 2, 2003.


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