SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

GASSEN JEROME J

(Last)

(First)

(Middle)

11034 GUNWALE DR

(Street)

INDIANAPOLIS

46236-9561

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ ONB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EXEC VICE PRES-BANKING

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2005

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	01/26/2005		J	V	45.613	A	$22.73	957.881	D
COMMON STOCK	01/26/2005		J	V	450	A	$22.73	9,450	D
COMMON STOCK	01/26/2005		J	V	122.37	A	$22.73	2,603.874	I	ONB ESOP
COMMON STOCK	01/26/2005		J	V	65.73	A	$22.73	1,380.33	D⁽¹⁾
COMMON STOCK	01/26/2005		J	V	19.898	A	$22.73	417.848	D⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
INCENTIVE STOCK OPTION	$11.1184							04/22/1997⁽³⁾	04/22/2007	COMMON STOCK	2,512		2,512	D
NONQUAL STOCK OPTION	$15.8197							12/15/1997⁽³⁾	12/15/2007	COMMON STOCK	2,411		2,411	D
INCENTIVE STOCK OPTION	$15.8197							12/15/1997⁽³⁾	12/15/2007	COMMON STOCK	1,773		1,773	D
NONQUAL STOCK OPTION	$14.3647							12/21/1998⁽³⁾	12/21/2008	COMMON STOCK	1,464		1,464	D
EMPLOYEE STOCK OPTION	$21.7							06/27/2002⁽⁴⁾	06/27/2011	COMMON STOCK	32,089		32,089	D
EMPLOYEE STOCK OPTION	$20.58							01/22/2003⁽⁵⁾	01/22/2012	COMMON STOCK	35,307		35,307	D
EMPLOYEE STOCK OPTION	$20.68							01/31/2004⁽⁶⁾	01/31/2013	COMMON STOCK	121,275		121,275	D
EMPLOYEE STOCK OPTION	$20.43							12/31/2004⁽⁷⁾	02/02/2014	COMMON STOCK	9,450		9,450	D

Explanation of Responses:

1. Held as Jerome Gassen with a broker.

2. Held as Jerome and Carol Gassen JT with a broker.

3. The option is Immediately Exercisable.

4. The Option vests in 4 equal annual installments beginning on February 1, 2002.* (*) Subject to Accelerated Vesting in Certain Circumstances.

5. The Option vests in 4 equal annual installments beginning on January 22, 2003 .* (*) Subject to Accelerated Vesting in Certain Circumstances.

6. The Option vests in 4 equal annual installments beginning on January 31, 2004 .* (*) Subject to Accelerated Vesting in Certain Circumstances.

7. Vests 100% on December 31, 2004.

Remarks:

	JEFFREY L KNIGHT, EXECUTIVR VP AND CHIEF LEGAL COUNSEL, AS ATTORNEY-IN-FACT	02/07/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.