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) EXECUTIVE VP-GENERAL COUNSEL (Last) (First) (Middle) 330 LARGO COURT 3. Date of Earliest Transaction (Month/Day/Year) 02/24/2006 (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               1,612.8 D   COMMON STOCK               117.661 D (1)   COMMON STOCK               6,172.088 I ONB ESOP COMMON STOCK 02/24/2006   A   5,200 A $ 21.65 14,695 D   COMMON STOCK 02/24/2006   A   2,600 A $ 21.65 17,295 D   COMMON STOCK               50.935 I CUSTODIAN FOR ABIGAIL R KNIGHT, DAUGHTER COMMON STOCK               43.834 I CUSTODIAN FOR CAROLINE E KNIGHT, DAUGHTER COMMON STOCK               52.129 I CUSTODIAN FOR KATHRYN R KNIGHT, DAUGHTER COMMON STOCK               49.266 I CUSTODIAN FOR MARGARET R KNIGHT, DAUGHTER

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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(2)

06/27/2011

COMMON STOCK

11,183

11,183

D

EMPLOYEE STOCK OPTION

$ 21.7

06/27/2001(2)

06/27/2011

COMMON STOCK

6,900

6,900

D

EMPLOYEE STOCK OPTION

$ 20.59

01/22/2003(2)

01/22/2012

COMMON STOCK

12,965

12,965

D

EMPLOYEE STOCK OPTION

$ 20.68

01/31/2004(2)

01/31/2013

COMMON STOCK

17,640

17,640

D

EMPLOYEE STOCK OPTION

$ 20.43

12/31/2004(2)

02/02/2014

COMMON STOCK

1,995

1,995

D

EMPLOYEE STOCK OPTION

$ 21.65

02/24/2006

A

12,800

02/01/2007(3)

02/24/2016

COMMON STOCK

12,800

$ 21.65

12,800

D

Reporting Owners

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

Signatures

JEFFREY L KNIGHT, EXECUTIVE VP AND CHIEF LEGAL COUNSEL, AS ATTORNEY-IN-FACT		02/28/2006
**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)	Immediately exercisable.
(3)	Option vests in one-third annual installments beginning on 2/1/2007.

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