FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * PANOS THOMAS D   2. Issuer Name and Ticker or Trading Symbol MB FINANCIAL INC /MD [MBFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Exec. Officer of Subsidiary (Last) (First) (Middle) C/O MB FINANCIAL, INC., 6111 N. RIVER ROAD 3. Date of Earliest Transaction (Month/Day/Year) 07/26/2006 (Street) ROSEMONT, IL 60018 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/26/2006   A   2,529 (2) A $ 35.77 6,030 D   Common Stock               1,629 (8) I By Deferred Comp Plan Common Stock               18,589 (7) I By 401(k) Common Stock               49,595 I By Ira

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 35.77

07/26/2006

A

16,419

07/26/2010(1)

07/26/2016

Common Stock

16,419

$ 0

16,419

D

Stock Option (Right to Buy)

$ 40

07/26/2006

A

11,976

07/26/2010(1)

07/26/2016

Common Stock

11,976

$ 0

11,976

D

Stock Option (Right to Buy)

$ 26.8933

07/23/2007(3)

07/23/2013

Common Stock

12,450

12,450

D

Stock Option (Right to Buy)

$ 7.4253

02/26/1999(4)

03/17/2007

Common Stock

12,525

12,525

D

Stock Option (Right to Buy)

$ 21.2066

07/18/2006(4)

07/18/2012

Common Stock

12,750

12,750

D

Stock Option (Right to Buy)

$ 37.06

08/24/2008(5)

08/24/2014

Common Stock

8,054

8,054

D

Stock Option (Right to Buy)

$ 42.7

07/20/2009(6)

07/20/2015

Common Stock

16,295

16,295

D

Stock Option (Right to Buy)

$ 16.8933

07/31/2005(4)

07/31/2011

Common Stock

12,450

12,450

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PANOS THOMAS D C/O MB FINANCIAL, INC. 6111 N. RIVER ROAD ROSEMONT, IL 60018				Exec. Officer of Subsidiary

Signatures

/s/ Doria L. Koros, Attorney in Fact for Mr. Panos		07/28/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 07/26/10.
(2)	Transaction represents the grant of restricted stock to the reporting person under the 1997 Omnibus Incentive Plan. The shares are scheduled to vest in full on July 26, 2009.
(3)	Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 7/23/07.
(4)	Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.
(5)	Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 08/24/08.
(6)	Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. This option becomes vested on 07/20/09.
(7)	Reflects reporting person's holdings of units in Issuer's common stock fund under Issuer's 401(k) plan. Number of shares shown as beneficially owned under the plan represents the approximate equivalent number of shares of Issuer's common stock.
(8)	Reflects reporting person's holdings of units in Issuer's common stock fund pursuant to Issuer's Deferred Compensation Plan. Number of shares shown as beneficially owned under the plan represents the approximate equivalent number of shares of the Issuer's common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.