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): September 28, 2009

OLD NATIONAL BANCORP

(Exact name of Registrant as specified in its charter)

Indiana	001-15817	35-1539838
(State or other jurisdiction of incorporation)	(Commission File Number)	(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)

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):

o Written communications pursuant to Rule 425 under the Securities Act

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

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

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

ITEM 7.01. REGULATION FD DISCLOSURE.

     On September 28, 2009, Old National Bancorp (the “Company”) issued a press release announcing that it completed its previously announced underwritten public offering of its common stock by issuing 20,700,000 shares of common stock, including 2,700,000 shares issued pursuant to the underwriters’ over-allotment option, at a public offering price of $10.00 per share, for aggregate gross proceeds of $207 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description of Exhibit
Exhibit 99.1	Press Release issued by Old National Bancorp dated September 28, 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: September 28, 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 issued by Old National Bancorp dated September 28, 2009.

EX-99.1

Exhibit 99.1

NYSE: ONB

OLD NATIONAL BANCORP ANNOUNCES CLOSING OF $207 MILLION
PUBLIC OFFERING OF COMMON STOCK, INCLUDING EXERCISE OF
UNDERWRITERS’ OVER-ALLOTMENT OPTION

Contacts:

Old National Bancorp:	Financial Community: Lynell J. Walton – (812) 464-1366
	Media Relations: Kathy A. Schoettlin – (812) 465-7269

EVANSVILLE, IN — (September 28, 2009) Old National Bancorp (NYSE: ONB), the holding company for Old National Bank, today announced that it has completed its underwritten public common stock offering by issuing 20,700,000 shares of the Company’s common stock, including 2,700,000 shares issued pursuant to the underwriters’ exercise of their over-allotment option, at a public offering price of $10.00 per share, for aggregate gross proceeds of $207 million. The net proceeds to the Company after deducting underwriting discounts and commissions and estimated offering expenses are expected to be approximately $196.2 million.

The Company intends to use the net proceeds for general corporate purposes and to support ongoing and future anticipated growth, which may include opportunistic acquisitions of other financial institutions, possibly including acquisitions of assets and liabilities of failed or distressed financial institutions in FDIC-sponsored or assisted transactions.

Sandler O’Neill & Partners, L.P. acted as the sole book-running manager. Keefe, Bruyette & Woods, Inc. and SunTrust Robinson Humphrey, Inc. were co-managers.

The shares were issued pursuant to a prospectus supplement to the prospectus filed with the Securities and Exchange Commission as a part of the Company’s effective shelf-registration statement on Form S-3 (Registration No. 333-151499). This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Offers may be made only by means of a prospectus and a related prospectus supplement. Copies of a prospectus and the related prospectus supplement with respect to this offering may be obtained from Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, NY 10022, Attention: Syndicate Department; telephone no. (866) 805-4128.

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About Old National Bancorp

Old National Bancorp, with $8.0 billion in assets, is a financial holding company headquartered in Indiana. Old National Bank, its banking subsidiary, is focused on community banking in its primary footprint in Indiana, eastern and southeastern Illinois, and central and western Kentucky. Old National Bancorp also owns financial services companies that provide services to supplement its banking business, including fiduciary and wealth management services, insurance and other financial services.

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 Bancorp’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 Bancorp’s business, competition, government legislation and policies, ability of Old National Bancorp 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 Bancorp undertakes no obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this release.

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