SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Knight Jeffrey L

(Last)

(First)

(Middle)

330 LARGO COURT

(Street)

EVANSVILLE

47712

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2004

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CORP SECRETARY-GENERAL COUNSEL

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	1,536	D
COMMON STOCK	105.787	D⁽¹⁾
COMMON STOCK	4,756.661	I	ONB ESOP
COMMON STOCK	37.702	I	CUSTODIAN FOR ABIGAIL R KNIGHT, DAUGHTER
COMMON STOCK	31.317	I	CUSTODIAN FOR CAROLINE E KNIGHT, DAUGHTER
COMMON STOCK	38.776	I	CUSTODIAN FOR KATHRYN R KNIGHT, DAUGHTER
COMMON STOCK	36.201	I	CUSTODIAN FOR MARGARET R KNIGHT, DAUGHTER

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
EMPLOYEE STOCK OPTION	02/01/2002	06/27/2011	COMMON STOCK	10,650	$22.79	D⁽²⁾
EMPLOYEE STOCK OPTION	06/27/2001	06/27/2011	COMMON STOCK	6,571	$22.79	D⁽³⁾
EMPLOYEE STOCK OPTION	01/22/2003	01/22/2012	COMMON STOCK	12,348	$21.62	D⁽⁴⁾
EMPLOYEE STOCK OPTION	01/31/2004	01/31/2013	COMMON STOCK	16,800	$21.71	D⁽⁵⁾
EMPLOYEE STOCK OPTION	12/31/2004	02/02/2014	COMMON STOCK	1,900	$21.45	D⁽⁶⁾

Explanation of Responses:

1. REGISTERED AS JOINT TENANTS - JEFFREY L AND ERIN E KNIGHT

2. Vests in 4 equal annual installments beginning on 2/1/2002. Subject to accelerated vesting in certain circumstances.

3. Immediately exercisable.

4. Vests in 4 equal annual installments beginning on 1/22/2003. Subject to accelerated vesting in certain circumstances.

5. Vests in 4 equal annual installments beginning on 1/31/2004. Subject to accelerated vesting in certain circumstances.

6. Vests 100% on December 31, 2004.

Remarks:

	JEFFREY L KNIGHT, SENIOR VICE PRESIDENT AND GENERAL COUNSEL, AS ATTORNEY-IN-FACT	06/14/2004
	** 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 5 (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.