United States securities and exchange commission logo





                            July 8, 2021

       James C. Ryan, III
       Chairman and Chief Executive Officer
       Old National Bancorp
       One Main Street
       Evansville, Indiana 47708

                                                        Re: Old National
Bancorp
                                                            Registration
Statement on Form S-4
                                                            Filed June 30, 2021
                                                            File No. 333-257536

       Dear Mr. Ryan:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Julia
Griffith at 202-551-3267 with any questions.




                            Sincerely,


                            Division of Corporation Finance

                            Office of Finance