SECURITIES & EXCHANGE COMMISSION

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)

For the fiscal year ended December 31, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

For the transition period from ________________ to ________________

Commission file Number 0-10888
OLD NATIONAL BANCORP

(Exact name of the Registrant as specified in its charter)

INDIANA 35-1539838
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

420 Main Street,
Evansville, Indiana 47708
(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, No Par Value

8% Subordinated Convertible Debentures, due 2012

Medium Term Notes, Series A

The Registrant has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports) and has been subject to such filing requirements for the past 90 days.

The aggregate market value (bid price) of the Registrant's voting common
stock held by non-affiliates of the Registrant as of February 29, 1996 was
approximately $820 million. The total number of shares outstanding as of that
date was 24,835,361.

The Registrant's Proxy Statement for the Annual Meeting of Shareholders to
be held April 18, 1996 is incorporated by reference into Parts I and III of this
Form 10-K.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

OLD NATIONAL BANCORP
1995 ANNUAL REPORT ON FORM 10-K
Table of Contents
PART I. PAGE
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . 8

Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 9

Item 4. Submission of Matters to a Vote of Security Holders. . . . . 9

PART II.
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . 9

Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . . 9

Item 7. Management Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 9

Item 8. Financial Statements and Supplementary Data. . . . . . . . . 9

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . 9

PART III.
Item 10. Directors and Executive Officers of the Registrant . . . . . 9

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . .10

Item 12. Security Ownership of Certain Beneficial Owners and
Management. . . . . . . . . . . . . . . . . . . . . . . .10

Item 13. Certain Relationships and Related Transactions . . . . . . .10

PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K . . . . . . . . . . . . . . . . . . . . . . .10

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

INDEX OF EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . .13

OLD NATIONAL BANCORP
1995 ANNUAL REPORT ON FORM 10-K

PART I
Item 1. BUSINESS

Old National Bancorp (the "Registrant") is a multibank holding company
incorporated in the State of Indiana and maintains its principal executive
offices in Evansville, Indiana. As a bank holding company, the Registrant
engages in banking and related activities authorized under the federal Bank
Holding Company Act of 1956, as amended. Through its nonbank
affiliates, the Registrant provides services incidental to banking, such as
data processing, reinsurance of credit life, accident and health insurance of
consumer borrowers and property ownership. Since its formation, the
Registrant has acquired seventeen banks and one thrift located in Indiana; six
banks located in Kentucky; and nine banks and one thrift located in Illinois.

Banking Affiliates

As of December 31, 1995, the Registrant's affiliate banks operated 118 banking
offices throughout Indiana, Illinois, and Kentucky. The following chart lists
the affiliate banks by state:

Indiana Kentucky Illinois

Clinton State Bank First State Bank (Greenville) First National Bank (Harrisburg)
Old National Bank (Evansville) Farmers Bank & Trust Co. Peoples National Bank
First Citizens Bank & (Madisonville) (Lawrenceville)
Trust Company (Greencastle) Morganfield National Bank Security Bank & Trust Co.
People's Bank & Trust Co.(Mt. Vernon) Farmers Bank & Trust Co. (Mt. Carmel)
Gibson County Bank (Princeton) (Henderson) Palmer-American National Bank
Rockville National Bank City National Bank (Fulton) (Danville)
Merchants National Bank (Terre Haute) First National Bank (Oblong)
Security Bank & Trust Co. (Vincennes)
United Southwest Bank (Washington)
Dubois County Bank (Jasper)
Bank of Western Indiana (Covington)
Indiana State Bank (Terre Haute)
Orange County Bank (Paoli)
Citizens National Bank (Tell City)
ONB Bank (Bloomington)

The Registrant also has acquired Southern Indiana Bank and Trust Company
(Newburgh, Indiana), which was merged into Old National Bank; Warrick National
Bank (Boonville, Indiana), which was merged into Old National Bank; Bank
South, Federal Savings Bank and The Bank of Harrisburg which was merged into
First National Bank of Harrisburg; City Financial Bancorp and its three
banking subsidiaries which were merged with Palmer-American National Bank;
Citizens Union Bank (Central City, Kentucky) which was merged with First State
Bank and certain assets of Henderson Home Savings and Loan Association, which
were combined with Farmers Bank and Trust Company (Henderson, Kentucky). The

Registrant anticipates consummating a merger with a bank in Carmi, Illinois
during 1996.

The Registrant's affiliate banks are engaged in a wide range of
commercial and consumer banking activities, including accepting demand,
savings and time deposits; making commercial, consumer and real estate loans;
performing fiduciary, trust and money management services; and providing other
services relating to the general banking business. Certain of the
Registrant's affiliated entities also offer electronic data processing,
brokerage and correspondent banking services; issue credit cards; originate,
market and service mortgage loans; and rent safe deposit facilities.

Regulation and Supervision

The Registrant is registered as a bank holding company and is subject to
the regulations of the Board of Governors of the Federal Reserve System
("Federal Reserve") under the Bank Holding Company Act of 1956, as amended
("BHC Act"). Bank holding companies are required to file periodic reports
with and are subject to periodic examination by the Federal Reserve. The
Federal Reserve has issued regulations under the BHC Act requiring a bank
holding company to serve as a source of financial and managerial strength to
its subsidiary banks. It is the policy of the Federal Reserve that, pursuant
to this requirement, a bank holding company should stand ready to use its
resources to provide adequate capital funds to its subsidiary banks during
periods of financial stress or adversity. Additionally, under the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), a bank
holding company is required to guarantee the compliance of any insured
depository institution subsidiary that may become "undercapitalized" (as
defined in the statute) with the terms of any capital restoration plan filed
by such subsidiary with its appropriate federal banking agency up to the
lesser of (i) an amount equal to 5% of the institution's total assets at the
time the institution became undercapitalized, or (ii) the amount that is
necessary (or would have been necessary) to bring the institution into
compliance with all applicable capital standards as of the time the
institution fails to comply with such capital restoration plan. Under the BHC
Act, the Federal Reserve has the authority to require a bank holding company
to terminate any activity or relinquish control of a nonbank subsidiary (other
than a nonbank subsidiary of a bank) upon the Federal Reserve's determination
that such activity or control constitutes a serious risk to the financial
soundness and stability of any bank subsidiary of the bank holding company.

The Registrant is prohibited by the BHC Act from acquiring direct or
indirect control of more than 5% of the outstanding shares of any class of
voting stock or substantially all of the assets of any bank or savings
association or merging or consolidating with another bank holding company
without prior approval of the Federal Reserve. The BHC Act also prohibits the
Registrant from acquiring control of any bank operating outside the State of
Indiana unless such action is specifically authorized by the statutes of the
state where the bank to be acquired is located. Additionally, the Registrant
is prohibited by the BHC Act from engaging in or acquiring ownership or

control of more than 5% of the outstanding shares of any class of voting stock
of any company engaged in a nonbanking business unless such business is
determined by the Federal Reserve to be so closely related to banking as to be
a proper incident thereto. The BHC Act does not place territorial
restrictions on the activities of such nonbanking-related activities.

Bank holding companies are required to comply with the Federal Reserve's
risk-based capital guidelines, which require a minimum ratio of total capital
to risk-weighted assets (including certain off-balance sheet activities such
as standby letters of credit) of 8%. In addition to the risk-based capital
guidelines, the Federal Reserve has adopted a Tier 1 (leverage) capital ratio
under which the bank holding company must maintain a minimum level of Tier 1
capital to average total consolidated assets of 3% in the case of bank holding
companies which have the highest regulatory examination ratings and are not
contemplating significant growth or expansion. All other bank holding
companies are expected to maintain a ratio of at least 1% to 2% above the
stated minimum.

The Registrant's affiliate banks which are national banks are
supervised, regulated and examined by the Office of the Comptroller of the
Currency ("OCC"). The Registrant's affiliate banks which are state banks
chartered in Indiana are supervised, regulated and examined by the Indiana
Department of Financial Institutions. The Registrant's affiliate banks
chartered in Kentucky are supervised, regulated and examined by the Kentucky
Commissioner of Financial Institutions and its affiliate banks chartered in
Illinois are supervised, regulated and examined by the Illinois Commissioner
of Banks and Trust Companies. In addition, the Registrant's affiliate banks
which are state banks and members of the Federal Reserve are supervised and
regulated by the Federal Reserve, and those which are not members of the
Federal Reserve are supervised and regulated by the Federal Deposit Insurance
Corporation ("FDIC"). Each regulator has the authority to issue cease-and-
desist orders if it determines that activities of a bank represent an unsafe
and unsound banking practice or a violation of law.

Both federal and state law extensively regulate various aspects of the
banking business such as reserve requirements, truth-in-lending and truth-in-
savings disclosure, equal credit opportunity, fair credit reporting, trading
in securities and other aspects of banking operations. Current federal law
also requires banks, among other things, to make deposited funds available
within specified time periods.

Insured state-chartered banks are prohibited under FDICIA from engaging
as principal in activities that are not permitted for national banks, unless
(i) the FDIC determines that the activity would pose no significant risk to
the appropriate deposit insurance fund, and (ii) the bank is, and continues to
be, in compliance with all applicable capital standards.

The FDIC and the OCC have adopted risk-based capital ratio guidelines to
which state-chartered banks and national banks under their respective
supervision are subject. The guidelines establish a systematic analytical
framework that makes regulatory capital requirements more sensitive to
differences in risk profiles among banking organizations. Risk-based capital
ratios are determined by allocating assets and specified off-balance sheet
commitments to four risk weighted categories, with higher levels of capital
being required for the categories perceived as representing greater risk.

Like the capital guidelines established by the Federal Reserve, these
guidelines divide a bank's capital into two tiers. Banks are required to
maintain a total risk-based capital ratio of 8%. The FDIC or OCC may,
however, set higher capital requirements when a bank's particular
circumstances warrant. Banks experiencing or anticipating significant growth
are expected to maintain capital ratios, including tangible capital positions,
well above the minimum levels. All of the Registrant's affiliate banks
exceeded the risk-based capital guidelines of the FDIC and OCC as of December
31, 1995.

Branching by the Registrant's affiliate banks in Indiana, Kentucky and
Illinois is subject to the jurisdiction, and requires the prior approval of,
the bank's primary federal regulatory authority and, if the branching bank is
a state bank, of the Indiana Department of Financial Institutions, Kentucky
Department of Financial Institutions or Illinois Commissioner of Banks and
Trust Companies, depending upon the location of the principal office of the
bank.

The Registrant's affiliate banks are subject to the Federal Reserve Act,
which restricts financial transactions between banks and affiliated companies.
The statute limits credit transactions between a bank and its executive
officers and its affiliates, prescribes terms and conditions for bank
affiliate transactions deemed to be consistent with safe and sound banking
practices, and restricts the types of collateral security permitted in
connection with a bank's extension of credit to an affiliate.

FDICIA also requires, among other things, federal bank regulatory
authorities to take "prompt corrective action" with respect to banks which do
not meet minimum capital requirements. For these purposes, FDICIA establishes
five capital tiers: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized. FDICIA further directs that each federal banking agency
prescribe standards for depository institutions and depository institution
holding companies relating to internal controls, information systems, internal
audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, management compensation, a maximum ratio of classified
assets to capital, minimum earnings sufficient to absorb losses, a minimum
ratio of market value to book value of publicly traded shares and such other
standards as the agency deemed appropriate. The federal banking agencies have
issued certain advance notices of proposed rulemakings, soliciting comments on
the implementation of these FDICIA provisions. The Registrant cannot predict

in what form such rules will eventually be adopted or what effect such rules
will have on its affiliate banks.

The deposits of Registrant's affiliate banks are insured up to $100,000
per insured account, by the Bank Insurance Fund ("BIF"), except for deposits
acquired in connection with affiliations with savings associations, which
deposits are insured by the Savings Association Insurance Fund ("SAIF").
Accordingly, deposit insurance premiums are paid to both BIF and SAIF.

FDICIA required the FDIC to issue regulations effective January 1, 1994,
which establish a system for setting deposit insurance premiums based upon the
risks a particular bank or savings association poses to the deposit insurance
funds. Effective January 1, 1993, the FDIC adopted a final rule that
implements a risk-based assessment system whereby a base insurance premium
will be adjusted according to the capital category and subcategory of an
institution to one of three capital categories consisting of (1) well
capitalized, (2) adequately capitalized, or (3) undercapitalized, and one of
three subcategories consisting of (a) health, (b) supervisory concern, or (c)
substantial supervisory concern. An institution's assessment rate will depend
upon the capital category and supervisory category to which it is assigned.
Prior to June 1, 1995 assessment rates ranged from 0.23% for an institution in
the highest category (i.e., well capitalized) to 0.31% for an institution in
the lowest category (i.e. undercapitalized and substantial supervisory
concern) for both BIF and SAIF. As of June 1, 1995 the BIF rates were adjusted
to a range of 0.04% to 0.31%, with most of ONB's banks paying 0.04%. On
January 1, 1996, this rate was dropped to 0.0% except for a minimum payment.
For deposits insured by SAIF, a one-time recapitalization charge of 0.85% or
less may be approved by the U.S. Congress sometime in 1996. ONB has less than
6% of its deposits insured by SAIF. The supervisory subgroup to which an
institution is assigned by the FDIC is confidential and may not be disclosed.
Deposit insurance assessments may increase depending upon the category and
subcategory, if any, to which the bank is assigned by the FDIC. Any increase in
insurance assessments could have an adverse effect on the earnings of ONB's
affiliate banks.

The Riegle Community Development and Regulatory Improvement Act of 1994
("Act") became law in 1994. The Act contains seven titles pertaining to
community development and home ownership protection, small business capital
formation, paperwork reduction and regulatory improvement, money laundering
and flood insurance. The Act grants authority to several federal agencies to
promulgate regulations under the Act.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
allows for interstate banking and interstate branching without regard to
whether such activity is permissible under state law. Beginning September 29,
1995, bank holding companies may acquire banks anywhere in the United States
subject to certain state restrictions. Beginning June 1, 1997, an insured
bank may merge with an insured bank in another state without regard to whether
such merger is prohibited by state law. Additionally, an out-of-state bank

may acquire the branches of an insured bank in another state without acquiring
the entire bank; provided, however, that the law of the state where the branch
is located permits such an acquisition. States may permit interstate
branching earlier than June 1, 1997, where both states involved in the bank
merger expressly permit it by statute. Further, bank holding companies may
merge existing bank subsidiaries located in different states into one bank.
Additionally, an insured bank subsidiary may act as agent for an affiliated
bank or thrift in offering limited banking services (receive deposits, renew
time deposits, close loans, service loans and receive payments on loans
obligations) both within the same state and across state lines. The
Registrant cannot predict with certainty the impact of these new laws on the
banking industry generally or on its business or future financial performance.

In addition to the matters discussed above, the Registrant's affiliate
banks are subject to additional regulation of their activities, including a
variety of consumer protection regulations affecting their lending, deposit
and collection activities and regulations affecting secondary mortgage market
activities. The earnings of financial institutions are also affected by
general economic conditions and prevailing interest rates, both domestic and
foreign and by the monetary and fiscal policies of the United States
Government and its various agencies, particularly the Federal Reserve.

Additional legislation and administrative actions affecting the banking
industry may be considered by the United States Congress, state legislatures
and various regulatory agencies, including those referred to above. It cannot
be predicted with certainty whether such legislation or administrative action
will be enacted or the extent to which the banking industry in general or the
Registrant and its affiliate banks in particular would be affected thereby.

Item 2. PROPERTIES

The principal office of the Registrant is located in leased space in the
multi-story Old National Bank building located at 420 Main Street, Evansville,
Indiana. The building is owned by a non-affiliated third party.

The Registrant's affiliate banks conduct business primarily from facilities
owned by the respective affiliate banks. Of the 118 banking offices operated
by the Registrant's affiliate banks, 95 are owned by the banks and 23 are
leased from non-affiliated third parties.

Old National Realty Company, Inc., a bank-related subsidiary of the
Registrant, owns certain real properties in downtown Evansville, Indiana,
which generally are incidental to banking operations. It does not engage in
real estate brokerage services.

Old National Service Corporation, the Registrant's data processing subsidiary,
has acquired a commercial building in downtown Evansville. Over the next two
years, the data processing operations for the Registrant's affiliate banks, as
well as for a certain number of non-affiliated third party customers, will be

transferred in-house from outside service bureaus. These operations will be
performed primarily in this facility.

Item 3. LEGAL PROCEEDINGS

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders of the Registrant
during the fourth quarter of 1995.

PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

Page 52 of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1995 is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

Page 14 of the Registrant's Annual Report to Shareholders for the year ended
December 31, 1995 is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Pages 13 through 30 of the Registrant's Annual Report to Shareholders for the
year ended December 31, 1995 are incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pages 32 through 47 of the Registrant's Annual Report to Shareholders for the
year ended December 31, 1995 are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None. PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

This information is omitted from this report pursuant to General Instruction G
of Form 10-K as the Registrant intends to file with the Commission its
definitive Proxy Statement pursuant to Regulation 14-A of the Securities
Exchange Act of 1934, as amended, not later than 120 days after December 31,
1995.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Financial Statements:

Report of Independent Public Accountants
Consolidated Balance Sheet - December 31, 1995 and 1994
Consolidated Statement of Income -
Years Ended December 31, 1995, 1994 and 1993
Consolidated Statement of Changes in Shareholders' Equity -
Years Ended December 31, 1995, 1994 and 1993
Consolidated Statement of Cash Flows -
Years Ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements

(b) No reports on Form 8-K were filed with the Commission during the fourth
quarter of 1995.

Exhibit 11 - Statement re Computation of Per Share Earnings
Exhibit 13 - Annual Report to Shareholders for the year ended December 31,
1995
Exhibit 22 - Subsidiaries of the Registrant
Exhibit 24 - Consent of Independent Public Accountants

(d) Financial Statement Schedules - This information is omitted since the
required information is not applicable to the Registrant.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

OLD NATIONAL BANCORP

By: s/s Ronald B. Lankford
Ronald B. Lankford, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

By:____________________________ ________
David L. Barning, Director Date

By: s/s Richard J. Bond 3/27/96
Richard J. Bond, Director Date

By:____________________________ ________
Alan W. Braun, Director Date

By:____________________________ ________
John J. Daus, Jr., Director Date

By:s/s Wayne A. Davidson 3/27/96
Wayne A. Davidson, Director Date

By: s/s Larry E. Dunigan 3/27/96
Larry E. Dunigan, Director Date

By:____________________________ ________
David E. Eckerle, Director Date

By:____________________________ ________
Thomas B. Florida, Director Date

By:s/s Phelps L. Lambert 3/27/96
Phelps L. Lambert, Director Date

By: s/s Ronald B. Lankford 3/27/96
Ronald B. Lankford, Date
President and Director
(Chief Operating Officer)

By:____________________________ ________
Lucien H. Meis, Director Date

By:s/s Dan W. Mitchell 3/27/96
Dan W. Mitchell, Director Date

By:s/s John N. Royse 3/27/96
John N. Royse, Chairman Date
of the Board and Director
(Chief Executive Officer)

By:s/s Marjorie Soyugenc 3/27/96
Marjorie Soyugenc, Director Date

By:____________________________ ________
Charles D. Storms, Director Date

By:s/s Edward T. Turner, Jr. 3/27/96
Edward T. Turner, Jr., Director Date

By:s/s Steve H. Parker 3/27/96
Steve H. Parker, Date
Senior Vice President
(Chief Financial Officer)

By:s/s Ronald W. Seib 3/27/96
Ronald W. Seib, Date
Vice President-
Corporate Controller
(Principal Accounting Officer)

INDEX OF EXHIBITS

Regulation S-K
Reference
(Item 601)

3.01 Articles of Incorporation of the Registrant (incorporated by
reference to the Registrant's Form S-4 Registration Statement, File
No. 33-57502, dated January 22, 1993)

3.02 By-Laws of the Registrant (incorporated by reference to the
Registrant is Pre-Effective Amendment No. 1 to Form S-4
Registration Statement, File No. 33-55935, dated September 17,
1990)

10 Material contracts (incorporated by reference to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1991)