UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

OMB APPROVAL

OMB Number: 3235-0101

Expires: December 31, 2009

Estimated average burden hours per response . . . . . . . . . 2.00

SEC USE ONLY

DOCUMENT SEQUENCE NO.

CUSIP NUMBER

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

1 (a) NAME OF ISSUER (Please type or print)

(b) IRS IDENT. NO.

(c) S.E.C. FILE NO.

WORK LOCATION

Old Second Bancorp, Inc.

36-3143493

1 (d)

ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

37

S. River St.

Aurora

IL

60506

AREA
CODE

NUMBER

630

892-0202

2 (a)

NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

(b)

IRS IDENT. NO.

(c)

RELATIONSHIP TO ISSUER

(d)

ADDRESS STREET

CITY

STATE

ZIP CODE

James C. Schmitz

Director

c/o Old  Second Bancorp
37 S. River St.

Aurora

IL

60506

3 (a)

Title of the Class of Securities To Be Sold

(b)

Name and Address of Each
Broker Through Whom the
Securities are to be Offered
or Each Market Maker who
is Acquiring the Securities

SEC USE ONLY

(c)

Number of Shares
or Other
Units
To Be Sold
(See instr.
3(c))

(d)

Aggregate
Market
Value
(See instr.
3(d))

(e)

Number of Shares
or Other
Units
Outstanding
(See instr.
3(e))

(f)

Approximate Date of Sale
(See instr.
3(f))
(MO. DAY
YR.)

(g)

Name of
Each
Securities
Exchange
(See instr.
3(g))

Broker-Dealer
File Number

Old Second Bancorp Inc.

Howe Barnes Investments

8,000

$218,400.00

12,176,550

02-07-08

Nasdaq

1.

(a)

Name of issuer

3.

(a)

Title of the class of securities to be sold

(b)

Issuer’s I.R.S. Identification Number

(b)

Name and address of each broker through whom the securities are intended to be sold

(c)

Issuer’s S.E.C. file number, if any

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d)

Issuer’s address, including zip code

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e)

Issuer’s telephone number, including area code

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(f)

Approximate date on which the securities are to be sold

2.

(a)

Name of person for whose account the securities are to be sold

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

(b)

Such person’s I.R.S. identification number, if such person is an entity

(c)

Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)

(d)

Such person’s address, including zip code

Title of the
Class

Date you
Acquired

Nature of Acquisition
Transaction

Name of Person from Whom Acquired
(If gift, also give date donor
acquired)

Amount of
Securities
Acquired

Date of Payment

Nature of Payment

Old Second Bancorp Inc

01/07/02

Acquired through inheritance

J. Carl Schmitz Marital Trust
and
J. Carl Schmitz Residual Trust

8,000

N/A

N/A

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of Securities Sold

Gross Proceeds

N/A

INSTRUCTIONS:

ATTENTION:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.