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) EVP-CHIEF LEGAL OFFICER (Last) (First) (Middle) 330 LARGO COURT 3. Date of Earliest Transaction (Month/Day/Year) 08/05/2009 (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               140.467 D   COMMON STOCK               5,318.8 D   COMMON STOCK               9,197.387 I ONB KSOP COMMON STOCK               21,134 D   COMMON STOCK 08/05/2009   L V 0.423 A $ 11.8179 89.179 I CUSTODIAN FOR ABIGAIL R KNIGHT, DAUGHTER COMMON STOCK 08/20/2009   L V 0.451 A $ 11.0862 89.63 I CUSTODIAN FOR ABIGAIL R KNIGHT, DAUGHTER COMMON STOCK 08/05/2009   L V 0.423 A $ 11.8179 80.702 I CUSTODIAN FOR CAROLINE E KNIGHT, DAUGHTER COMMON STOCK 08/20/2009   L V 0.451 A $ 11.0862 81.153 I CUSTODIAN FOR CAROLINE E KNIGHT, DAUGHTER COMMON STOCK 08/05/2009   L V 0.423 A $ 11.8179 87.188 I CUSTODIAN FOR MARGARET R KNIGHT, DAUGHTER COMMON STOCK 08/20/2009   L V 0.451 A $ 11.0862 87.639 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

$ 21.7

02/01/2002

06/27/2011

COMMON STOCK

11,183

11,183

D

EMPLOYEE STOCK OPTION

$ 21.7

06/27/2001

06/27/2011

COMMON STOCK

6,900

6,900

D

EMPLOYEE STOCK OPTION

$ 20.59

01/22/2003

01/22/2012

COMMON STOCK

12,965

12,965

D

EMPLOYEE STOCK OPTION

$ 20.68

01/31/2004

01/31/2013

COMMON STOCK

17,640

17,640

D

EMPLOYEE STOCK OPTION

$ 20.43

12/31/2004

02/02/2014

COMMON STOCK

1,995

1,995

D

EMPLOYEE STOCK OPTION

$ 21.65

02/01/2007

02/24/2016

COMMON STOCK

12,800

12,800

D

EMPLOYEE STOCK OPTION

$ 18.43

01/25/2008

01/25/2017

COMMON STOCK

16,500

16,500

D

EMPLOYEE STOCK OPTION

$ 15.29

02/01/2009

01/24/2018

COMMON STOCK

19,700

19,700

D

EMPLOYEE STOCK OPTION

$ 13.31

02/01/2010

01/29/2019

COMMON STOCK

11,000

11,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Knight Jeffrey L 330 LARGO COURT EVANSVILLE, IN 47712			EVP-CHIEF LEGAL OFFICER

Signatures

JEFFREY L KNIGHT, EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL, AS ATTORNEY-IN-FACT		09/03/2009
**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).

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