September 13, 2024

John v. Moran, IV
Chief Financial Officer
Old National Bancorp
One Main Street
Evansville, IN 47708

        Re: Old National Bancorp
            Form 10-K for the Fiscal Year Ended December 31, 2023
            File No. 001-15817
Dear John v. Moran, IV:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2023
General

1.     We note your presentation of numerous non-GAAP financial measures
related to tangible
       common equity excluding AOCI and unrealized losses presented in Exhibits
99.1 to your
       Forms 8-K filed on February 12, 2024 and August 16, 2024. These measures
appear to
       represent individually tailored accounting measures given that the
adjustment to exclude
       AOCI or unrealized losses has the effect of changing the recognition and
measurement
       principles required to be applied in accordance with GAAP. Therefore,
please remove the
       presentation of these non-GAAP measures from your future filings. Refer
to Question
       100.04 of the Division of Corporation Finance   s Compliance &
Disclosure Interpretations
       on Non-GAAP Financial Measures and Rule 100(b) of Regulation G.
Financial Condition
Loan Portfolio
Commercial and Commercial Real Estate Loans, page 50

2.     We note that commercial real estate (CRE) loans represent a significant
portion of your
       loan portfolio. We also note your discussion on page 55 that describes,
generally, the LTV
       requirements for your commercial loans. Please tell us whether, for any
of your main CRE
 September 13, 2024
Page 2

       loan categories, your guidelines permit a significantly different LTV.
Also, discuss the
       extent to which you monitor property values during the life of the loan.
3.     We note that you indicate that your real estate lending is concentrated
in your main
       operating area in the Midwest. We also note that your investor
presentations provide a
       geographic breakdown of the location of most of your loans. Tell us
whether you
       considered whether investors would benefit from a geographic
disaggregation of your
       loan portfolio.
4.     We note that the largest segment in your CRE portfolio are loans on
multifamily
       properties. Please tell us whether any material portion of the
properties are subject to rent-
       control or other similar legislation that might impact the financial
condition of your
       borrowers.
Market Risk, page 62

5.     We note that on page 62 you provide an interest rate sensitivity
analysis. In the discussion
       supporting the tabular presentation, you indicate that you make a number
of assumptions
       to support your calculations and management of interest rate risk. We
also note that
       interest rate expectations appear to have changed during the course of
2024, with the
       expectation that interest rates will decline. However, it appears your
market risk
       disclosure does not reflect these changes in subsequent Forms 10-Q.
Please revise your
       disclosure in future filings to discuss changes to your assumptions, as
well as any changes
       to how you are managing your exposure to interest rate risk.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Shannon Davis at 202-551-6687 or Michael Volley at
202-551-3437 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419
with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Finance