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): April 27, 2009

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, IN 47708
(Address of principal executive offices, including zip code)

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

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):

__ Written communications pursuant to Rule 425 under the Securities Act

__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

__ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

__ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 8.01 OTHER EVENTS.

On April 27, 2009, Old National Bancorp (the "Company") issued a press release announcing that the Company's Board of Directors declared a quarterly cash dividend of $.07 per common share, a reduction of $.16 from the $.23 per common share paid in March of 2009. The dividend is payable June 15, 2009 to shareholders of record on June 1, 2009. The Company also issued a letter to its shareholders discussing the board of directors' decision to reduce the quarterly dividend to common shareholders.

Copies of the press release and shareholder letter are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
Exhibit 99.1	Press Release dated April 27, 2009.
Exhibit 99.2	Old National Bancorp letter to its shareholders dated April 27, 2009.

* * * * * * *

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: April 27, 2009

By: /s/ Jeffrey L. Knight
Jeffrey L. Knight
Executive Vice President, Chief Legal Officer
and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
Exhibit 99.1	Press Release dated April 27, 2009.
Exhibit 99.2	Old National Bancorp letter to its shareholders dated April 27, 2009.

EX-99.1

OLD NATIONAL BANCORP

NYSE: ONB
www.oldnational.com

FINANCIAL NEWS
April 27, 2009

OLD NATIONAL BANCORP DECLARES QUARTERLY CASH DIVIDEND OF $.07 PER COMMON SHARE

Contact:

Christopher A. Wolking - (812) 464-1322
Senior Executive Vice President
Chief Financial Officer Lynell J. Walton - (812) 464-1366
Senior Vice President
Director of Investor Relations

Evansville, Indiana: Old National Bancorp (NYSE: ONB) has announced that its Board of Directors has declared a quarterly cash dividend of $.07 per common share, a reduction of $.16 from the $.23 per common share paid in March, 2009. The dividend is payable June 15, 2009, to shareholders of record June 1, 2009. For purposes of broker trading, the ex-date of the cash dividend is May 28, 2009.

"Maintaining a strong capital position is a priority given our belief that the economy will continue to pose significant challenges in the coming quarters," noted President and CEO Bob Jones. "Old National remains a strong and profitable bank, and our current capital position is well above the regulatory guidelines for 'well capitalized' institutions. By reducing our dividend, we are acting proactively to ensure that Old National remains strongly positioned to meet the needs of our clients and communities not only in today's challenging environment, but in the years to come as the economy emerges from this cycle."

Old National Bancorp has paid a cash dividend every quarter since its inception in 1982.

About Old National

Old National Bancorp, celebrating its 175^th anniversary in 2009, is the largest financial services holding company headquartered in Indiana and, with $7.9 billion in assets, 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 partnerships with clients in its primary footprint of Indiana, Illinois and Kentucky. In addition to providing extensive services in retail and commercial banking, wealth management, investments and brokerage, Old National also owns one of the largest independent insurance agencies headquartered in Indiana, offering complete personal and commercial insurance solutions. 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. These statements include, but are not limited to, descriptions of Old National's financial condition, results of operations, asset and credit quality trends and profitability. Forward-looking statements can be identified by the use of the words "anticipate," "believe," "expect," "intend," "could" and "should," and other words of similar meaning. These forward-looking statements express management's current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. 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 plan, including acquisition plans, changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits, failure or circumvention of our internal controls, failure or disruption of our information systems, significant changes in accounting, tax or regulatory practices or requirements, new legal obligations or liabilities or unfavorable resolutions of litigations, other matters discussed in this press release and other factors identified in the Company's Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission. These forward-looking statements are made only as of the date of this press release, and Old National undertakes no obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this release.

EX-99.2

OLD NATIONAL BANCORP

One Main Street
Evansville, IN 47708

April 27, 2009

Dear Shareholder,

As we continue to confront unprecedented economic challenges and volatility in the financial markets, preserving Old National's strong capital position becomes more important than ever. Our view, as shared by many economists, is that it could be quarters before we see any meaningful signs of economic recovery.

Given this outlook, and with full board and management support, we have decided to reduce the second quarter cash dividend from the previous $.23 per common share to $.07 per common share. This dividend will be payable June 15, 2009, to shareholders of record as of June 1, 2009.

While we recognize the significance of our dividend to shareholders, we believe this reduction is prudent to fortify our strong capital base and ensure that your company can withstand the challenges facing the banking industry today, while remaining positioned to take advantage of current and future growth opportunities.

We continue to maintain a strong capital position, recently validated by a rigorous stress test that led to our ability to repay TARP funds. Like Old National, many other strongly capitalized and well-managed institutions have reduced their dividends as an investment in the future. Please know that we take this and all decisions that affect your company very seriously, as it is our responsibility to ensure that Old National is positioned to prosper once the economy emerges from this difficult cycle.

We will continue to review the cash dividend on a quarterly basis, carefully examining key factors such as our earnings, capital requirements and financial condition. Based upon this quarterly review, we will make the decision that best reflects the long-term goals and mission of your company.

If you have any questions or concerns, please feel free to contact either of us at the numbers listed below.

Sincerely,

Bob Jones
President & CEO
Old National Bancorp
(812) 464-1280 Larry Dunigan
Chairman
Old National Bancorp
(812) 464-1431