Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Knight Jeffrey L
   2. Issuer Name and Ticker or Trading Symbol
OLD NATIONAL BANCORP /IN/ [ONB] 		5. 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
(Last)
(First)
(Middle)
330 LARGO COURT		 3. Date of Earliest Transaction (Month/Day/Year)
10/06/2004
(Street)

EVANSVILLE, IN 47712		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK               3,436 D  
COMMON STOCK               107.414 D (1)  
COMMON STOCK               4,825.918 I ONB ESOP
COMMON STOCK 10/06/2004   L V 0.39 A $ 25.6717 39.904 I CUSTODIAN FOR ABIGAIL R KNIGHT, DAUGHTER
COMMON STOCK 10/06/2004   L V 0.39 A $ 25.6717 33.421 I CUSTODIAN FOR CAROLINE E KNIGHT, DAUGHTER
COMMON STOCK 10/06/2004   L V 0.39 A $ 25.6717 40.994 I CUSTODIAN FOR KATHRYN R KNIGHT, DAUGHTER
COMMON STOCK 10/06/2004   L V 0.39 A $ 25.6717 38.38 I CUSTODIAN FOR MARGARET R KNIGHT, DAUGHTER

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
EMPLOYEE STOCK OPTION $ 22.79             02/01/2002(2) 06/27/2011 COMMON STOCK 10,650   10,650 D  
EMPLOYEE STOCK OPTION $ 22.79             06/27/2001(3) 06/27/2011 COMMON STOCK 6,571   6,471 D  
EMPLOYEE STOCK OPTION $ 21.62             01/22/2003(4) 01/22/2012 COMMON STOCK 12,348   12,348 D  
EMPLOYEE STOCK OPTION $ 21.71             01/31/2004(5) 01/31/2013 COMMON STOCK 16,800   16,800 D  
EMPLOYEE STOCK OPTION $ 21.45             12/31/2004(6) 02/02/2014 COMMON STOCK 1,900   1,900 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Knight Jeffrey L
330 LARGO COURT
EVANSVILLE, IN 47712		       CORP SECRETARY-GENERAL COUNSEL  

Signatures

 JEFFREY L KNIGHT, SENIOR VICE PRESIDENT AND GENERAL COUNSEL, AS ATTORNEY-IN-FACT   11/08/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(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.

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