8-K

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): December 8, 2005

OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)

Indiana (State or other jurisdiction of incorporation) 001-15817 (Commission File Number) 35-1539838 (IRS Employer Identification No.)

One Main Street
Evansville, Indiana 47708
(Address of Principal Executive Offices, including Zip Code)

(812) 464-1294
(Registrant's Telephone Number, Including Area Code)

________________________________

Item 8.01. Other Events.

On December 12, 2005, Old National Bancorp (the "Company") issued a press release announcing a quarterly cash dividend to its shareholders of $0.21 per share of common stock, a 10.5% increase in its quarterly cash dividend. The cash dividend is payable March 15, 2006 to shareholders of record March 1, 2006.

The press release also announced approval by the Company's Board of Directors of a three year stock repurchase program authorizing the repurchase of up to six million shares of its common stock for the three year period beginning January 1, 2006 and ending December 31, 2008.

A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is furnished herewith:

99.1 Press Release issued by Old National Bancorp on December 12, 2005.

* * * * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Old National Bancorp
(Registrant)

Date: December 12, 2005

By: /s/ Christopher A. Wolking
Christopher A. Wolking
Executive Vice President and Chief Financial Officer

EX-99.1

OLD NATIONAL BANCORP
P.O. Box 718 - Evansville, IN 47705
NYSE: ONB

FINANCIAL NEWS
December 12, 2005

OLD NATIONAL ANNOUNCES 10.5% INCREASE IN QUARTERLY CASH DIVIDEND

Contacts:    Financial Community:

Old National Bancorp (NYSE: ONB) announced that its board of directors has declared a 10.5% increase in its quarterly cash dividend for the first quarter of 2006. This action will increase the cash dividend to $.21 per share. The cash dividend is payable March 15, 2006, to shareholders of record March 1, 2006. For purposes of broker trading, the ex-date of the cash dividend is February 27, 2006. Old National Bancorp has paid a cash dividend every quarter since its inception in 1982.

The board decided to increase the cash dividend rather than declare a 5% stock dividend. Old National Bancorp President and CEO Robert Jones commented, "By providing a higher cash dividend in lieu of stock, our shareholders will have the flexibility to allocate their own investment earnings. We realize that we are ending many years of tradition by not declaring the stock dividend. We do, however, believe the increase in the cash dividend will provide our shareholders, over the long term, with a greater return on their investment."

As part of the overall capital management process, the board also authorized the repurchase of up to 6.0 million shares of its common stock, for the period beginning January 1, 2006, and ending December 31, 2008.

With $8.5 billion in assets, Old National Bancorp is the largest financial services holding company headquartered in Indiana and ranks among the top 100 banking companies in the United States. Since its founding in Evansville in 1834, Old National has focused on community banking by building long-term, highly valued relationships with clients in its primary footprint of Indiana, Illinois and Kentucky. Focused on exceeding client expectations, the Old National team of financial professionals provides a broad range of services including retail and commercial banking, wealth management, insurance, and brokerage. For more information and financial trend data, please visit the company's website at www.oldnational.com.

Forward-Looking Statement

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include expressions such as "expects," "intends," "believes," "anticipates," "could," and "should," which are statements of belief as to the expected outcomes of future events. Actual results could materially differ from those presented. Internal and external factors that might cause such a difference include, but are not limited to, market, economic, operational, liquidity, credit and interest rate risks associated with Old National's business, competition, government legislation and policies, ability of Old National to execute its business plans, credit quality trends and the ability to generate loans, and other factors identified in the company's form 10-K and other periodic filings with the Securities and Exchange Commission. Actual results could materially differ from those contained in or implied by such statements. Old National undertakes no obligation to release revisions to these forward-looking statements or reflect events or conditions after the date of this release.