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):  March 15, 2011

Old Second Bancorp, Inc.

(Exact name of registrant as specified in its charter)

37 South River Street
Aurora, Illinois  60507
(Address of principal executive offices) (Zip code)

(630) 892-0202
(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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 (17 CFR 240.13e-4(c))

Item 5.02.              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 15, 2011, Marvin Fagel notified the board of directors of Old Second Bancorp, Inc. (the “Company”) that he will not stand for re-election to the board when his term expires at the Company’s 2011 Annual Meeting of Stockholders, scheduled for May 17, 2011 (the “Annual Meeting”).  Mr. Fagel informed the board that his decision was not due to any disagreement with the Company.  The board took action to reduce the number of directors from eleven to ten to remove the vacancy created by Mr. Fagel’s departure.

Also on March 15, 2011, the Nominating and Corporate Governance Committee of the Company’s board of directors nominated Barry Finn, William Kane and John Ladowicz, the remaining incumbent directors whose terms expire in 2011, to stand for re-election to the board of directors at the Annual Meeting.

Signature

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 hereunto duly authorized.

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