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): July 22, 2004

                              OLD NATIONAL BANCORP
             (Exact name of Registrant as specified in its charter)

          Indiana                     001-15817              35-1539838
          -------                     ---------              ----------
(State or other jurisdiction      (Commission File         (IRS Employer
     of incorporation)                 Number)           Identification No.)

      420 Main Street, Evansville, IN                           47708
      -------------------------------                           -----
 (Address of Principal Executive Offices)                     (Zip Code)

                                 (812) 464-1434
              (Registrant's telephone number, including area code)

                              OLD NATIONAL BANCORP
                                    FORM 8-K

Item 7.  Financial Statements and Exhibits

(c)      Exhibits.

     The following exhibits are furnished herewith and this list constitutes the
exhibit index:

     99.1     Press Release issued by Old National Bancorp on July 22, 2004.
     99.2     Financial Trends issued by Old National Bancorp on July 22, 2004.

Item 12.  Results of Operation and Financial Condition

     On July 22, 2004, Old National Bancorp reported its results for the second
quarter 2004. The press release is included as Exhibit 99.1 hereto and is
incorporate herein by reference. Old National Bancorp also released the
financial trends including second quarter 2004 results. The financial trends is
included as Exhibit 99.2 hereto and is incorporated herein by reference.

     These exhibits may contain non-GAAP financial measures. For purposes of
Regulation G, a non-GAAP financial measure is a numerical measure of the
registrant's historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement of
income, balance sheet or statement of cash flows (or equivalent statements) of
the issuer; or includes amounts, or is subject to adjustments that have the
effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented. In this regard, GAAP refers to generally
accepted accounting principles in the United States. Pursuant to the
requirements of Regulation G, Old National Bancorp has provided reconciliations
within the exhibits, as necessary, of the non-GAAP financial measure to the most
directly comparable GAAP financial measure.

     Operating earnings presented excludes gains and charges related to
initiatives that impacted Old National Bancorp's results in prior years.
Operating earnings measures and comparisons are presented as management uses
this information in assessing the company's performance and believes this
information is valuable to the users of its financial statements.


         The information in this Current Report on Form 8-K and the Exhibits
99.1 and 99.2 attached hereto, are furnished pursuant to Item 12 and shall not
be deemed "filed" for purposes of Section 18 of the Securities Act of 1934 or
otherwise subject to the liabilities under that Section. Furthermore, the
information in this Current Report on Form 8-K, including the Exhibits 99.1 and
99.2, shall not be deemed to be incorporated by reference into filings of Old
National Bancorp under the Securities Act of 1933, except as shall be expressly
set forth by specific reference to such filing.

                                  * * * * * * *



     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

Date: July 22, 2004

                                  By: /s/ John S. Poelker
                                      John S. Poelker
                                      Executive Vice President and
                                      Chief Financial Officer