AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
MAY 2, 1996

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

INDIANA 6021 35-1539838
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) Number)

420 MAIN STREET, EVANSVILLE, INDIANA 47708, (812) 464-1434
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

JEFFREY L. KNIGHT, ESQ. TIMOTHY M. HARDEN, ESQ.
CORPORATE SECRETARY & GENERAL COUNSEL NICHOLAS J. CHULOS, ESQ.
OLD NATIONAL BANCORP KRIEG DEVAULT ALEXANDER & CAPEHART
420 MAIN STREET ONE INDIANA SQUARE, SUITE 2800
EVANSVILLE, INDIANA 47708 INDIANAPOLIS, INDIANA 46204-2017
(812) 464-1363 (317) 636-4341
(AGENT FOR SERVICE) (COPY TO)

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT.

If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the box / /.

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to Be to Be Price Per Offering Amount of Registration
Registered Registered Share Price Fee
- --------------------------------------------------------------------------------
Common Stock, no 500,000
par value (1) Shares $33-7/8(2) $16,937,500(2) $5,840.05

(1) Each share of common stock being registered hereunder includes a
preferred stock purchase right.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the high and low prices of the
Common Stock reported by the NASDAQ National Market System on April 30,
1996.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH THE SECURITIES ACT OF 1933 OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

CROSS-REFERENCE SHEET

FOR

REGISTRATION STATEMENT ON FORMS S-4 AND PROSPECTUS

Items of Form S-4 Headings in Prospectus
----------------- ----------------------
1. Forepart of Registration Statement Forepart of Registration Statement;
and Outside Front Cover Page of Outside Front Cover Page
Prospectus

2. Inside Front and Outside Back Inside Front Cover Page of
Cover Pages of Prospectus Prospectus

3. Risk Factors, Ratio of Earnings The Company; Summary of Selected
to Fixed Charges and Other Financial Data; Incorporation of
Information Certain Documents by Reference*

4. Terms of the Transaction *

5. Pro Forma Financial Information *

6. Material Contacts with the Company Not Applicable
Being Acquired

7. Additional Information Required for Not Applicable
Reoffering by Persons and Parties
Deemed to be Underwriters

8. Interests of Named Experts and Not Applicable
Counsel

9. Disclosure of Commission Position Not Applicable
on Indemnification for Securities
Act Liabilities

10. Information with Respect to S-3 The Company; Summary of Selected
Registrants Financial Data; Regulatory
Considerations; Incorporation of
* INAPPLICABLE (OR PARTIALLY INAPPLICABLE) Certain Documents by Reference;
UPON FILING OF THIS REGISTRATION Comparative Per Share Data
STATEMENT -- MAY BE INCLUDED IN SUBSEQUENT
POST-EFFECTIVE AMENDMENTS AS REQUIRED.

11. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference

12. Information with Respect to S-2 or Not Applicable
S-3 Registrants

13. Incorporation of Certain Not Applicable
Information by Reference

14. Information with Respect to Not Applicable
Registrants Other Than S-3 or S-2
Registrants

15. Information with Respect to S-3 Not Applicable
Companies

16. Information with Respect to S-2 Not Applicable
or S-3 Companies

17. Information with Respect to *
Companies Other Than S-3 or S-2
Companies

18. Information if Proxies, Consents *
or Authorizations are to be
Solicited

19. Information if Proxies, Consents Not Applicable
or Authorizations are not to be
Solicited or in an Exchange Offer

* INAPPLICABLE (OR PARTIALLY INAPPLICABLE)
UPON FILING OF THIS REGISTRATION
STATEMENT -- MAY BE INCLUDED IN SUBSEQUENT
POST-EFFECTIVE AMENDMENTS AS REQUIRED.

PROSPECTUS
OLD NATIONAL BANCORP

500,000 SHARES OF COMMON STOCK

This Prospectus covers 500,000 shares (the "Shares") of the no par value
common stock (the "Common Stock") of Old National Bancorp (the "Company"), a
bank holding company organized and existing under the laws of the State of
Indiana, that the Company may offer and issue from time to time in connection
with its acquisition, directly or indirectly, of the business, assets or stock,
or interests therein, of unaffiliated corporations or other entities
(collectively, the "Businesses"). The Company anticipates that the Businesses
will involve companies or entities engaged in activities related to banking but
will not involve banks or savings associations. A maximum of 500,000 shares may
be sold pursuant to this Prospectus.

The Shares will ordinarily represent consideration paid by the Company
upon the acquisition of the Businesses. It is anticipated that the specific
terms of any acquisition involving the issuance of the Shares covered by this
Prospectus will be determined by direct negotiations between the Company and the
owners or controlling persons of the Businesses, and that the Shares will be
issued based upon closing prices of the Common Stock as reported on the NASDAQ
National Market System either at the time the terms of the acquisition are
agreed upon or at or about the time of the issuance of the Shares. Terms of
each acquisition of a Business will be provided as required in a Prospectus
Supplement delivered herewith.

The Common Stock is traded on the NASDAQ National Market System. As of
March 21, 1996, the Company had 24,799,824 issued and outstanding shares of
Common Stock. The per share closing price of the Common Stock as reported on
the NASDAQ National Market System was $33-7/8 on April 30, 1996.

No underwriting discounts or commissions will be paid in connection with
the issuance of the Shares pursuant to this Prospectus. Any person receiving
such fees may be deemed to be an underwriter under the Securities Act of 1933,
as amended. All expenses of this offering will be paid by the Company. The
executive offices of the Company are located at 420 Main Street, Evansville,
Indiana 47708. The Company's telephone number is (812) 464-1434.

THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS
OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is April _____, 1996

TABLE OF CONTENTS

Page Number
-----------

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . .

INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . .

USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . .

SELECTED CONSOLIDATED FINANCIAL DATA . . . . . . . . . . . . . .

PRICE RANGE OF COMMON STOCK AND DIVIDENDS. . . . . . . . . . . .

REGULATORY CONSIDERATIONS. . . . . . . . . . . . . . . . . . . .

General. . . . . . . . . . . . . . . . . . . . . . . . . . . .

Regulation of the Company and its Affiliate Banks. . . . . . .

Capital Adequacy Guidelines. . . . . . . . . . . . . . . . . .

Acquisitions and Branching . . . . . . . . . . . . . . . . . .

Interstate Banking . . . . . . . . . . . . . . . . . . . . . .

Deposit Insurance. . . . . . . . . . . . . . . . . . . . . . .

DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . .

Authorized But Unissued Shares . . . . . . . . . . . . . . . .

Preemptive Rights. . . . . . . . . . . . . . . . . . . . . . .

Dividend Rights. . . . . . . . . . . . . . . . . . . . . . . .

Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . .

Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . .

Liquidation Rights . . . . . . . . . . . . . . . . . . . . . .

Page Number
-----------

Assessment and Redemption. . . . . . . . . . . . . . . . . . .

Anti-Takeover Provisions . . . . . . . . . . . . . . . . . . .

Certain Other Matters Affecting Holders of Common Stock. . . .

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . .

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at prescribed rates
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and may also be inspected
and copied at prescribed rates at the Commission's regional offices located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and at
Northwestern Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511. Copies of such material may also be obtained at prescribed
rates from the public reference section of the Commission located at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 40549.

The Company's Common Stock is traded on the NASDAQ National Market System
and certain reports, proxy statements and other information concerning the
Company also are available for inspection and copying at prescribed rates at the
office of the National Association of Securities Dealers, Inc., 1735 K Street,
Washington, D.C. 20006.

The Company has filed with the Commission a registration statement on
Form S-4 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement and
the exhibits filed as a part thereof or incorporated therein by reference.
Statements contained herein concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed or incorporated by reference as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety by
such reference. The Registration Statement may be inspected without charge at
the offices of the Commission, and copies of such materials may be obtained
therefrom at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE WITHOUT
CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED UPON REQUEST TO
JEFFREY L. KNIGHT, CORPORATE SECRETARY AND GENERAL COUNSEL, OLD NATIONAL
BANCORP, 420 MAIN STREET, P.O. BOX 718, EVANSVILLE, INDIANA 47705, TELEPHONE
NUMBER (812) 464-1363. IN ORDER TO ASSURE TIMELY DELIVERY OF SUCH DOCUMENTS,
ANY REQUEST SHOULD BE MADE BY A DATE THAT IS AT LEAST FIVE DAYS PRIOR TO THE
DATE ON WHICH A FINAL INVESTMENT DECISION IS TO BE MADE.

The following documents previously filed by the Company (Commission File
No. 0-10888) with the Commission pursuant to the Exchange Act are incorporated
herein by reference:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

(2) The Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1995.

(3) The description of the Company's Common Stock contained in the
Company's Current Report on Form 8-K, dated January 6, 1993, and
the description of the Company's Preferred Stock Purchase Rights
contained in the Company's Form 8-A, dated March 1, 1990,
including the Rights Agreement, dated March 1, 1990, between the
Company and Old National Bank in Evansville, as Trustee.

All reports and documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the offering of the
Shares described herein shall be deemed to be incorporated by reference into
this Prospectus and to be made a part hereof from the date of filing such
reports or documents. Any statement contained herein or in a document all or a
portion of which is incorporated or deemed to be incorporated by reference in
this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY OF THE SECURITIES
OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT WOULD BE
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION OF AN OFFER IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES
COVERED HEREBY AT ANY TIME SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

THE COMPANY

The Company is a multiple-bank holding company headquartered in
Evansville, Indiana, which owns directly 25 bank subsidiaries (the "Affiliate
Banks") and 7 non-bank subsidiaries. The Affiliate Banks provide a wide range
of commercial and consumer financial services and other services related to the
general banking business through 118 offices located in the tri-state area of
Indiana, Illinois and Kentucky.

The Company's non-bank subsidiaries engage in activities permitted by
applicable law from offices located in the tri-state area. Indiana Old National
Insurance Company reinsures credit life, accident and health insurance of
installment consumer borrowers of the Affiliate Banks; Old National Realty
Company, Inc. owns real properties which are incidental to the Company's
operations; and Old National Service Corporation provides data processing
services to the Affiliate Banks and other third parties. In addition, the
Company provides trust and investment management services through Old National
Trust Company, Old National Trust Company -- Illinois and Old National Trust
Company -- Kentucky. Further, the Company owns Consumer Acceptance Corporation,
a consumer finance company. For legal reasons, several Affiliate Banks also
operate non-bank subsidiaries. These indirect subsidiaries include ONB
Investment Services, Inc., a broker-dealer, and several insurance agencies which
do business as "ONB Insurance." It is anticipated that any insurance agencies
acquired by the Company in the future will also be owned directly by one of the
Affiliate Banks. See "REGULATORY CONSIDERATIONS."

The Company had total consolidated assets of $4.8 billion as of December
31, 1995, ranking it as the largest independent bank holding company
headquartered in the State of Indiana. Since 1985, the Company has acquired 35
financial institutions (10 of which were merged into existing Affiliate Banks),
has established or acquired directly 7 non-bank subsidiaries and has established
or acquired indirectly several additional non-bank subsidiaries. The Company
anticipates that it will continue its policy of expansion through consideration
of acquisitions of financial institutions and companies other than financial
institutions located in Indiana, Kentucky and Illinois. In this regard, the
Company regularly reviews and analyzes potential acquisitions, as well as
engages in discussions or negotiations concerning potential acquisitions. There
can be no assurance that any of these discussions or negotiations will result in
definitive agreements or consummated transactions.

The principal activity of the Company is to own, manage and supervise the
Affiliate Banks and its non-bank subsidiaries. The primary source of the
Company's revenue is dividends and fees received from its subsidiaries. There
are various legal limitations on the extent to which the Affiliate Banks may
finance, pay dividends to or otherwise supply funds to the Company. See
"DESCRIPTION OF CAPITAL STOCK -- Dividend Rights."

USE OF PROCEEDS

This Prospectus relates to Shares that may be offered and issued by the
Company from time to time in connection with the acquisition of Businesses.
Other than the Businesses acquired, there will be no proceeds to the Company
from the offerings of Shares under this Prospectus.

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data is qualified in its
entirety by the information incorporated by reference into this Prospectus. The
data should be read in conjunction with the Company's consolidated financial
statements contained in the Company's Annual Report to Shareholders and Annual
Report on Form 10-K for the year ended December 31, 1995. Dollar amounts are in
thousands except per share data.

Twelve Months ended December 31,
-------------------------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----

Results of Operations
(Taxable equivalent basis)
Interest income $368,478 $324,857 $319,285 $332,868 $369,429
Interest expense 174,078 135,676 134,484 156,056 205,192
Net interest income 194,400 189,181 184,801 176,812 164,237
Provision for loan losses 6,657 7,682 10,189 11,859 11,885
Net interest income after
provision for loan losses 187,743 181,499 174,612 164,953 152,352
Noninterest income 39,170 34,809 33,598 29,153 26,496
Noninterest expense 142,777 142,842 131,223 119,611 114,102
Income before income taxes 84,136 73,466 76,987 74,495 64,746
Income taxes 32,442 26,994 28,955 28,519 24,302
Net income $51,694 $46,472 $48,032 $45,976 $40,444

Year-End Balances
Total assets $4,822,628 $4,642,723 $4,487,232 $4,195,633 $4,156,401
Total loans--net of
unearned income 3,037,733 2,890,313 2,616,046 2,431,357 2,407,090
Total deposits 3,973,675 3,669,186 3,694,577 3,533,882 3,444,129
Shareholders' equity 428,077 408,612 403,955 375,880 352,743

Per Share Data (1)
Net income - primary $2.04 $1.78 $1.84 $1.75 $1.53
Net income - fully diluted (2) 1.99 1.74 1.79 1.70 1.50
Cash dividends paid 0.88 0.84 0.72 0.69 0.66
Book value at year-end 17.15 15.86 15.37 14.17 13.31

Selected Performance Ratios
(based on averages)
Return on assets 1.10% 1.03% 1.10% 1.11% 1.00%
Return on equity 12.51 11.23 12.42 12.75 12.00
Equity to assets 8.81 9.18 8.82 8.67 8.31
Primary capital to assets 9.70 10.12 9.70 9.53 9.11
Net charge-offs to average loans 0.28 0.30 0.26 0.33 0.41
Allowance for loan losses
to average loans 1.34 1.52 1.67 1.55 1.39

(1) Restated for all stock dividends and stock splits.
(2) Assumes the conversion of ONB's subordinated debentures.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Company's Common Stock is traded on the NASDAQ National Market System
under the symbol OLDB. The following table sets forth, for the periods
indicated, the high and low closing prices of the Common Stock on the NASDAQ
National Market System. The table also sets forth the per share dividends paid
by the Company for the periods indicated. The stock prices and dividends have
been adjusted for all stock dividends and stock splits relating to the Common
Stock.

High Low Dividends (1)
---- --- ----------

1993
- ----
1st Quarter $28-7/8 $26-1/4 $0.21
2nd Quarter 30-1/8 28-1/4 0.21
3rd Quarter 32-1/8 29-3/8 0.21
4th Quarter 37-3/8 31-5/8 0.21

1994
- ----
1st Quarter $34-1/8 $32-7/8 $0.21
2nd Quarter 33-1/8 32-5/8 0.21
3rd Quarter 33-3/4 32-5/8 0.21
4th Quarter 33-5/8 33-1/8 0.21

1995
- ----
1st Quarter $34-1/8 $32-5/8 $0.22
2nd Quarter 33-1/8 32-3/8 0.22
3rd Quarter 32-7/8 32-5/8 0.22
4th Quarter 33-1/8 32-1/8 0.22

1996
- ----
1st Quarter 33-1/2 32-5/8 $0.22
2nd Quarter 34 32-5/8 $0.22
(through April 30, 1996)

(1) There can be no assurance as to the amount of future dividends that may
be declared or paid on shares of the Common Stock since dividend policies
are subject to the discretion of the Board of Directors of the Company,
general business conditions and dividends paid to the Company by its
subsidiaries. For certain restrictions on the payment of dividends on
shares of the Common Stock, see "DESCRIPTION OF CAPITAL STOCK -- Dividend
Rights."

As of March 21, 1996, there were approximately 12,800 holders of record
of the Common Stock.

REGULATORY CONSIDERATIONS

GENERAL

The Company and its Affiliate Banks are highly regulated by federal and
state authorities and are subject to a substantial number of federal and state
laws, rules, regulations, guidelines and policies which have a significant
impact on their lending, deposit, collection and other general banking
activities. The earnings of the Company and the Affiliate Banks also are
affected by general economic conditions and prevailing interest rates, as well
as the monetary and fiscal policies of the United States government and its
various agencies, particularly the Federal Reserve System.

Proposals to change the laws and regulations governing bank holding
companies (such as the Company), banks, other financial institutions and
non-banks are frequently raised in the United States Congress, in the state
legislatures and before various bank regulatory authorities. The effect of any
such changes cannot be predicted with certainty, nor can the impact of such
changes be determined with respect to the Company.

REGULATION OF THE COMPANY AND ITS AFFILIATE BANKS

The Company is registered as a bank holding company and is subject to the
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve") under the Bank Holding Company Act of 1956, as amended (the
"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 requires a bank holding company to serve as a source of financial and
managerial strength, and to provide financial resources under certain
circumstances, to its subsidiary banks. As a result, the Company may be
required to commit resources to the Affiliate Banks when it might not have
chosen to do so absent Federal Reserve regulations and policies. The Federal
Reserve has the authority to issue written orders with which a bank holding
company must comply and also has the authority to require a bank holding company
to terminate any activity or relinquish control of a non-bank subsidiary (other
than a non-bank 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 Company and the 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 depository
institution and its executive officers and its affiliates, prescribes terms and
conditions for affiliate transactions deemed to be consistent with safe and
sound banking practice, and restricts the types of collateral security permitted
in connection with an institution's extension of credit to an affiliate.

The Affiliate Banks which are national banks are supervised, regulated
and examined by the Office of the Comptroller of the Currency ("OCC"). The
Affiliate Banks which are state banks chartered in Indiana are supervised,
regulated and examined by the Indiana Department of Financial Institutions. The
Affiliate Banks chartered in Kentucky are supervised, regulated and examined by
the Kentucky Department of Financial Institutions and those Affiliate Banks
chartered in Illinois are supervised, regulated and examined by the Illinois
Commissioner of Banks and Trust Companies. In addition, those 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"). Those which are federal savings associations are
regulated by the Office of Thrift Supervision ("OTS"). Each regulator has the
authority to issue cease-and-desist orders if it determines that activities of
the bank regularly 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, community reinvestment, equal credit opportunity,
fair credit reporting, trading in securities and other aspects of banking
operations.

CAPITAL ADEQUACY GUIDELINES

The Company is required to comply with the Federal Reserve's risk-based
capital guidelines which require the Company to meet or exceed certain
prescribed capital adequacy ratios. The Affiliate Banks are required to meet
similar capital adequacy ratios. The FDIC, OCC and OTS have adopted risk-based
capital ratio guidelines to which depository institutions 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.
Federal bank regulatory agencies are authorized to take certain actions against
any institution that fails to meet the capital requirements established by them.

The Company and each of the Affiliate Banks meet or exceed all capital
adequacy ratios required by their respective federal bank regulatory
authorities.

ACQUISITIONS AND BRANCHING

The Company 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 Company may acquire companies other than financial institutions as
subsidiaries upon notice to the Federal Reserve. The Company is, however,
prohibited by the BHC Act from engaging in or from acquiring ownership or
control of more than 5% of the outstanding shares of any class of voting stock
of any company engaged in a non-banking 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 Federal Reserve has determined a number of
activities meet this test, including, among others, making and servicing loans,
providing trust services, leasing property, operating brokerage services,
appraising property and operating a collection agency. Insurance activities
engaged in by a bank holding company and its non-bank subsidiaries are severely
limited by the BHC Act. Such non-banking related activities are not limited
geographically.

Each Affiliate Bank has the power to engage in the business of banking as
provided by the laws of the jurisdiction of its incorporation. The Affiliate
Banks are permitted to acquire subsidiaries which engage in activities permitted
to the parent bank. These laws differ from state to state and from federal law
to state law. For instance, state banks organized under Indiana law have
broader powers to sell insurance products and underwrite securities than other
state or national banks or bank holding companies. However, insured
state-chartered banks are prohibited from engaging AS PRINCIPAL in activities
that are not permitted for national banks under federal law, 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.

Branching by the Affiliate Banks is subject to the jurisdiction, and
requires the prior approval, of the bank's primary federal bank regulatory
authority and, if the branching bank is a state-chartered bank, the bank
regulatory agency of the state in which the principal office of the bank is
located.

INTERSTATE BANKING

In 1994, Congress enacted significant changes to the interstate branching
expansion powers of depository institutions and bank holding companies in the
Riegle-Neal Interstate Branching and Efficiency Act of 1994. Such Act allows
for interstate banking and interstate branching without regard to whether such
activity is permissible under state law. Beginning on September 29, 1995, bank
holding companies were permitted to acquire banks anywhere in the United States
subject to certain state restrictions. Beginning on June 1, 1997, insured banks
may merge with insured banks in other states without regard to whether such
mergers are prohibited by state law. States have the right to opt out of the
branching legislation before June 1, 1997. Additionally, out of state banks may
acquire the branches of insured banks in another state without acquiring the
entire bank; provided, however, that the laws of the state where the branches
are located must permit 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.

As of September 29, 1995, insured bank subsidiaries of bank holding
companies were granted authority to act as agent for affiliated banks or savings
associations in offering limited banking services both within the same state and
across state lines. These services include receiving deposits, renewing time
deposits, closing loans, servicing loans and receiving payments on loan
obligations.

DEPOSIT INSURANCE

The deposits of the Affiliate Banks are insured up to $100,000 per
insured account by the Bank Insurance Fund (the "BIF"), except for deposits
acquired in connection with affiliations with savings associations, which
deposits are insured up to $100,000 per insured account by the Savings
Association Insurance Fund (the "SAIF"). Accordingly, the Company pays deposit
insurance premiums to both BIF and SAIF and will continue to pay SAIF premiums
with respect to all thrift deposits it has acquired. If the FDIC believes that
an increase in the insurance rates is necessary, it may increase the insurance
premiums applicable to BIF or SAIF. Currently, SAIF premiums are significantly
higher than BIF premiums; however, Congress is considering a number of
alternatives to address this issue and maintain relative equality among premium
payments, including a large one-time assessment on savings associations,
requiring banks to help finance the bonds issued to recapitalize the thrift
industry and merging SAIF and BIF. Some Congressional proposals also require
savings associations to convert to bank charters. It is difficult at this time
to assess whether Congress will address the SAIF/BIF premium differential and,
if so, what impact its legislative solution to that problem will have on the
Company and the Affiliate Banks.

DESCRIPTION OF CAPITAL STOCK

The rights of the owners of Businesses who acquire Shares offered
hereunder will be governed by the laws of the State of Indiana, the state in
which the Company is incorporated, and by the Company's Amended and Restated
Articles of Incorporation (the "Company's Articles of Incorporation") and the
Company's By-Laws, as amended (the "Company's By-Laws"). The Company's Articles
of Incorporation include provisions which may have the effect of making
take-overs of the Company more difficult, including, but not limited to,
anti-takeover measures, the vote required for the amendment of significant
provisions of the Company's Articles of Incorporation and the approval of
significant corporate transactions. See "DESCRIPTION OF CAPITAL STOCK --
Anti-Takeover Provisions." The following summary comparison of the Common Stock
includes all material features of the Shares but does not purport to be complete
and is qualified in its entirety by reference to the Company's Articles of
Incorporation and By-Laws.

AUTHORIZED BUT UNISSUED SHARES

The Company's Articles of Incorporation authorize the issuance of
50,000,000 shares of Common Stock, of which 24,799,824 whole shares were
outstanding as of March 21, 1996. The remaining authorized but unissued shares
of Common Stock may be issued upon authorization of the Board of Directors of
the Company without prior shareholder approval. The Company also has 2,000,000
shares of preferred stock authorized. The shares of preferred stock are
available to be issued, without prior shareholder approval, in classes with
relative rights, privileges and preferences determined for each class by the
Board of Directors of the Company. No shares of preferred stock are presently
outstanding.

The Board of Directors of the Company has authorized a series of
preferred stock designated as Series A preferred stock. The Board of Directors
of the Company has designated 200,000 shares of Series A preferred stock in
connection with the shareholder rights plan of the Company. The Company's
Series A preferred stock may not be issued except upon exercise of certain
rights (the "Rights") pursuant to such shareholder rights plan. No shares of
Series A preferred stock have been

issued as of the date of this Prospectus. See "DESCRIPTION OF CAPITAL
STOCK -- Anti-Takeover Provisions -- The Company's Shareholder Rights Plan".

As of March 21, 1996, the Company had approximately 1,504,793 shares of
Common Stock reserved for issuance under the Company's dividend reinvestment and
stock purchase plan and 1,339,923 million shares of Common Stock reserved for
issuance upon conversion of its outstanding 8% convertible subordinated
debentures. Such debentures are convertible at any time prior to maturity,
unless previously redeemed, into shares of Common Stock at a conversion rate of
44.643 shares per $1,000 principal amount of debentures (equivalent to a
conversion price of approximately $22.40 per share), subject to adjustment in
certain events.

The issuance of additional shares of Common Stock or the issuance of the
Company's preferred stock other than on a pro-rata basis to all current
shareholders of the Company would reduce the proportionate interests in the
Company held by present shareholders.

PREEMPTIVE RIGHTS

As permitted by Indiana law, the Company's Articles of Incorporation do
not provide for preemptive rights to subscribe for any new or additional Common
Stock or other securities of the Company.

DIVIDEND RIGHTS

The holders of Common Stock are entitled to dividends and other
distributions when, as and if declared by the Company's Boards of Directors out
of funds legally available therefor. With respect to the Company, a dividend
may not be paid if, after giving it effect, (i) the Company would not be able to
pay its debts as they become due in the usual course of business, or (ii) the
Company's total assets would be less than the sum of its total liabilities plus,
unless the Company's Articles of Incorporation permitted otherwise, the amount
that would be needed to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
dividend if the Company were to be dissolved at the time of the dividend.

The amount of dividends, if any, that may be declared by the Company in
the future will necessarily depend upon many factors, including, without
limitation, future earnings, capital requirements, business conditions and
capital levels of subsidiaries (since the Company is primarily dependent upon
dividends paid by its subsidiaries for its revenues), the discretion of the
Company's Board of Directors and other factors that may be appropriate in
determining dividend policies.

Cash dividends paid to the Company by its Illinois-chartered Affiliate
Banks are limited by Illinois law to the bank's net profits then on hand, less
losses and statutorily-defined bad debts. Cash dividends paid to the Company by
its Indiana-chartered Affiliate Banks are limited by Indiana law to the balance
of the bank's undivided profits account adjusted for statutorily-defined bad
debts. Cash dividends paid to the Company by its Kentucky-chartered Affiliate
Banks are limited by Kentucky law to so much of the net profits of the banks,
after deducting all expenses, losses, bad or suspended debts and interest and
taxes accrued or due from the banks, as the boards of directors of the banks
deem expedient. In addition, the approval of the Kentucky Commissioner of Banks
is required if the total of all dividends declared by a Kentucky bank in any
calendar year exceeds the bank's net profit for that year and the net retained
profits from the preceding two years, less any transfers to surplus or a fund
for retirement of preferred stock or debt. The Company's national

Affiliate Banks may pay cash dividends on their common stock only out of
adjusted retained net profits for the year in which the dividend is paid and the
two preceding years.

Dividends paid by the Affiliate Banks will ordinarily be restricted to a
lesser amount than is legally permissible because of the need for the banks to
maintain adequate capital consistent with the capital adequacy guidelines
promulgated by the banks' principal federal regulatory authorities. See
"REGULATORY CONSIDERATIONS." If a bank's capital levels are deemed inadequate
by the regulatory authorities, payment of dividends to its parent holding
company may be prohibited without prior regulatory approval. None of the
Affiliate Banks are currently subject to such a restriction.

Dividends paid to the Company by its non-bank subsidiaries are limited by
the laws of the state in which the subsidiary has been incorporated and, if
applicable, by the government regulatory agency which regulates the subsidiary.

VOTING RIGHTS

The holders of the outstanding shares of Common Stock are entitled to one
vote per share on all matters presented for shareholder vote. Shareholders of
the Company do not have cumulative voting rights in the election of directors.

Indiana law generally requires that mergers, consolidations, sales,
leases, exchanges or other dispositions of all or substantially all of the
assets of a corporation be approved by the affirmative vote of a majority of the
issued and outstanding shares entitled to vote at the shareholders meeting,
subject in each case to provisions in the corporation's articles of
incorporation requiring a higher percentage vote for certain transactions. The
Company's Articles of Incorporation provide that certain business combinations
may, under certain circumstances, require approval by the holders of at least
eighty percent (80%) of the issued and outstanding shares of Common Stock. See
"DESCRIPTION OF CAPITAL STOCK -- Anti-Takeover Provisions".

Indiana law requires shareholder approval for most amendments to a
corporation's articles of incorporation by a majority of a quorum present at a
shareholders' meeting (and, in certain cases, a majority of all shares held by
any voting group entitled to vote). Indiana law permits a corporation in its
articles of incorporation to prescribe a higher shareholder vote for certain
amendments to the articles of incorporation. The Company's Articles of
Incorporation require a super-majority shareholder vote of at least eighty
percent (80%) of the outstanding shares of Common Stock for the amendment of
certain significant provisions or such Articles.

DISSENTERS' RIGHTS

The holders of stock of Indiana business corporations possess dissenters'
rights in connection with certain mergers and other significant corporate
actions. Under Indiana law, a shareholder is entitled to dissent from and
obtain payment of the fair value of the shareholder's shares in the event of
(i) consummation of a plan of merger, if shareholder approval is required and
the shareholder is entitled to vote thereon, (ii) consummation of a plan of
share exchange by which the shareholder's shares will be acquired, if the
shareholder is entitled to vote thereon, (ii) consummation of a sale or exchange
of all, or substantially all, the property of the corporation other than in the
usual course of business, if the shareholder is entitled to vote thereon,
(iv) approval of a control share acquisition under Indiana law, and (v) any
corporate action taken pursuant to a shareholder vote to the extent the

articles of incorporation, by-laws or a resolution of the Board of Directors
provides that voting or non-voting shareholders are entitled to dissent and
obtain payment for their shares.

The dissenters' rights provisions described above do not apply, however,
to the holders of shares of any class or series with respect to a merger, share
exchange or sale or exchange of property if the shares of that class or series
were registered on a United States securities exchange registered under the
Exchange Act or traded on the NASDAQ National Market System or a similar market.
The Common Stock is traded on the NASDAQ National Market System and, therefore,
the Company's shareholders presently are not entitled to assert dissenters'
rights under Indiana law with respect to any of the transactions discussed
above.

LIQUIDATION RIGHTS

In the event of any liquidation or dissolution of the Company, the
holders of shares of Common Stock are entitled to receive pro rata with respect
to the number of shares held by them any assets distributable to shareholders,
subject to the payment of the Company's liabilities and any rights of creditors
and holders of shares of the Company's preferred stock then outstanding.

ASSESSMENT AND REDEMPTION

The Common Stock is not liable to further assessment. Under Indiana law,
the Company may redeem or acquire shares of Common Stock with funds legally
available therefor, and shares so acquired constitute authorized but unissued
shares. The Company may not redeem or acquire shares of Common Stock if, after
giving such redemption or acquisition effect, the Company would not be able to
pay its debts as they become due in the usual course of business, or the
Company's total assets would be less than the sum of its total liabilities plus,
unless the Company's Articles of Incorporation permitted otherwise, the amount
that would be needed to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those whose stock is
being redeemed or acquired if the Company were to be dissolved at the time of
the redemption or acquisition.

In addition, the Company must give prior notice to the Federal Reserve if
the consideration to be paid by it for any redemption or acquisition of their
respective shares, when aggregated with the consideration paid for all
redemptions or acquisitions for the preceding twelve (12) months, equals or
exceeds 10% of their respective consolidated net worth.

ANTI-TAKEOVER PROVISIONS

The anti-takeover measures applicable to the Company, as described below,
may have the effect of discouraging or rendering it more difficult for a person
or other entity to acquire control of the Company. These measures may have the
effect of discouraging certain tender offers for shares of the Common Stock
which might otherwise be made at premium prices or certain other acquisition
transactions which might be viewed favorably by a significant number of
shareholders.

INDIANA LAW. Under the business combinations provision of Indiana law,
any 10% shareholder of an Indiana corporation, with a class of voting shares
registered under Section 12 of the Exchange Act or which has specifically
adopted this provision in the corporation's articles of incorporation, is
prohibited for a period of five (5) years from completing a business combination
with the corporation unless, prior to the acquisition of such 10% interest, the
board of directors of

the corporation approved either the acquisition of such interest or the proposed
business combination. Further, the corporation and a 10% shareholder may not
consummate a business combination unless all provisions of the articles of
incorporation of the corporation are complied with and a majority of
disinterested shareholders approve the transaction or all shareholders receive a
price per share determined in accordance with the business combinations
provision of Indiana law.

An Indiana corporation may elect to remove itself from the protection
provided by the Indiana business combinations provision, but such an election
remains ineffective for eighteen (18) months and does not apply to a combination
with a shareholder who acquired a 10% ownership position prior to the effective
time of the election. The Company is covered by the business combinations
provision of Indiana law.

In addition to the business combinations provision, Indiana law also
contains a "control share acquisition" provision which, although different in
structure from the business combinations provision, may have a similar effect of
discouraging or making more difficult a hostile takeover of an Indiana
corporation. This provision also may have the effect of discouraging premium
bids for outstanding shares. Indiana law provides that, unless otherwise
provided in an Indiana corporation's articles of incorporation or by-laws,
certain acquisitions of shares of the corporation's common stock will be
accorded voting rights only if a majority of the disinterested shareholders
approves a resolution granting the potential acquiror the ability to vote such
shares of Common Stock. If such approval does not occur, the shares held by the
acquiror shall be redeemed by the corporation at the fair value of the shares as
determined by the control share acquisition provision.

This provision does not apply to a merger, if the corporation complies
with the applicable merger provisions and is a party to the agreement of merger
or plan of share exchange. The Company is subject to the control share
acquisition provision of Indiana law.

THE COMPANY'S ARTICLES OF INCORPORATION. In addition to the protections
provided by Indiana law, the Company's Articles of Incorporation require the
affirmative vote of the holders of at least eighty percent (80%) of the issued
and outstanding shares of capital stock for any business combination which is
not recommended by the vote of two-thirds or more of the members of the Board of
Directors. For purposes of the Company's Articles of Incorporation, "business
combination" is defined to include: (i) a merger or consolidation of the
Company with or into any other corporation, (ii) any sale, lease, exchange or
other disposition of any material part of the assets of the Company, or (iii)
any liquidation or dissolution of the Company or any material subsidiary of the
Company. Further, this provision cannot be altered, amended or repealed without
the affirmative vote of the holders of at least eighty percent (80%) of the
issued and outstanding shares of Common Stock entitled to vote thereon.

The Company's Articles of Incorporation also include provisions requiring
(i) the Board of Directors to consider non-financial factors in the evaluation
of business combinations and tender or exchange offers, and (ii) any person
acquiring fifteen percent (15%) of the then issued and outstanding stock of the
Company to pay equal consideration in connection with the acquisition of any
further shares. These provisions require an eighty percent (80%) affirmative
vote of the issued and outstanding shares of Common Stock entitled to vote
thereon in order to be altered, amended or repealed.

THE COMPANY'S SHAREHOLDER RIGHTS PLAN. On January 25, 1990, the Board of
Directors of the Company declared a dividend of one right for each issued and
outstanding share of Common

Stock. See "DESCRIPTION OF CAPITAL STOCK -- Authorized But Unissued Shares."
The dividend was payable on March 15, 1990 to holders of record of Common Stock
at the close of business on March 1, 1990. In addition, each share of Common
Stock subsequently issued by the Company includes one Right. Each Right
entitles the registered holder to purchase from The Company one-hundredth
(1/100) of a share of The Company Series A preferred stock at an initial
Purchase Price of $60.00, subject to adjustment. The terms and conditions of
the Rights are contained in a Rights Agreement between The Company and Old
National Bank in Evansville, as Rights Agent.

The shares of the Company's Series A preferred stock are nonredeemable
and, unless otherwise provided in connection with the creation of a subsequent
series of preferred stock, are subordinate to all other series of preferred
stock of the Company. Each share of the Company's Series A preferred stock will
be entitled to receive, when, as and if declared, a quarterly dividend in an
amount equal to the greater of $1.00 per share or 100 times the quarterly cash
dividend declared on Common Stock. In addition, the Company's Series A
preferred stock is entitled to 100 times any non-cash dividends (other than
dividends payable in equity securities) declared on the Common Stock, in like
kind. In the event of liquidation, the holders of the Company's Series A
preferred stock will be entitled to receive a liquidation payment in an amount
equal to the greater of $100.00 per share or 100 times the liquidation payment
made per share of the Common Stock. Each share of the Series A preferred stock
will have 100 votes, subject to adjustment, voting together with the Common
Stock and not as a separate class unless otherwise required by law or the
Company's Articles of Incorporation. In the event of any merger, consolidation
or other transaction in which common shares are exchanged, each share of Series
A preferred stock will be entitled to receive 100 times the amount received per
share of Common Stock. The rights of the Company's Series A preferred stock as
to dividends, voting rights and liquidation are protected by antidilution
provisions.

The foregoing information concerning the Company's shareholder rights
plan does not purport to be complete. For additional information, see the
Rights Agreement, dated March 1, 1990, between the Company and Old National Bank
in Evansville, as Trustee, which is specifically incorporated herein by
reference. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."

CERTAIN OTHER MATTERS AFFECTING HOLDERS OF COMMON STOCK

DIRECTOR LIABILITY. Under Indiana law, a director of the Company will
not be liable to shareholders for any action taken as a director, or any failure
to take any action, unless (i) the director has breached or failed to perform
his duties as a director in good faith with the care an ordinarily prudent
person in a like position would exercise under similar circumstances and in a
manner the director reasonably believes to be in the best interests of the
corporation and (ii) such breach or failure to perform constitutes willful
misconduct or recklessness.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. As permitted under
Indiana law, the Company's Articles of Incorporation provide that the Company
may indemnify any person who is or was a director, officer or employee of the
Company or of any other corporation as to which such person is or was serving in
any capacity at the request of the Company against all liability and expense
that may be incurred in connection with any claim, action, suit or proceeding
with respect to which such director, officer or employee is wholly successful or
acted in good faith in a manner the person reasonably believed to be in, or no
opposed to, the best interests of the Company or such

other corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. A director, officer
or employee of the Company is entitled to be indemnified as a matter of right
with respect to those claims, actions, suits or proceedings where the person has
been wholly successful. In all other cases, such director, officer or employee
will be indemnified only if the Board of Directors of the Company, certain
directors of the Company or independent legal counsel determines to so indemnify
any director, officer or employee provided that the person has met the standards
of conduct set forth above.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the applicable provisions of the Company's Articles of
Incorporation, the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

DIRECTOR NOMINATIONS. The Nominating Committee of the Board of Directors
of the Company (the "Nominating Committee") is comprised of five directors of
the Company, none of whom is an officer or employee of the Company. The
Nominating Committee maintains the responsibility of seeking out, evaluating and
recommending to the entire Board of Directors qualified nominees for election as
directors of the Company, considering matters relative to the size and
composition of the Board and reviewing suggestions of shareholders regarding
nominees for election as directors.

The Company's By-Laws provide that only the Board of Directors can
nominate persons to serve as directors of the Company based upon the
recommendation of the Nominating Committee. Shareholders may not directly
nominate persons to serve as directors but are entitled to make recommendations
as to nominees to the Nominating Committee. Under the By-Laws, the Nominating
Committee is required to submit to the entire Board of Directors its
recommendation of nominees for election as directors of the Company prior to
each annual or special meeting of shareholders at which directors will be
elected. Any suggestions of shareholders with respect to director nominations
must be submitted in writing to the Nominating Committee not less than 120 days
prior to the date of the annual or special meeting of shareholders at which
directors will be elected.

LEGAL MATTERS

Certain legal matters relating to the Shares will be passed upon for the
Company by Krieg DeVault Alexander & Capehart, One Indiana Square, Suite 2800,
Indianapolis, Indiana 46204.

EXPERTS

The consolidated financial statements and schedules of the Company and
its affiliates incorporated by reference into this Prospectus and elsewhere in
the Registration Statement have been audited by Arthur Andersen & Co. LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference into this Prospectus in reliance upon
the authority of such firm as experts in accounting and auditing in giving such
reports.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Evansville,
State of Indiana, on April 30, 1996.

OLD NATIONAL BANCORP

By: /s/ RONALD B. LANKFORD
-----------------------
Ronald B. Lankford, President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated below as of April 30, 1996.

Name Title

/s/ JOHN N. ROYSE Chairman of the Board, Director and
- ----------------------------------- Chief Executive Officer (Chief
John N. Royse Executive Officer)

/s/ STEVE H. PARKER Senior Vice President (Chief
- ----------------------------------- Financial Officer and Principal
Steve H. Parker Accounting Officer)

DAVID L. BARNING* Director
- -----------------------------------
David L. Barning

RICHARD J. BOND* Director
- -----------------------------------
Richard J. Bond

ALAN W. BRAUN* Director
- -----------------------------------
Alan W. Braun

JOHN J. DAUS, JR.* Director
- -----------------------------------
John J. Daus, Jr.

WAYNE A. DAVIDSON* Director
- -----------------------------------
Wayne A. Davidson

LARRY E. DUNIGAN* Director
- -----------------------------------
Larry E. Dunigan

DAVID E. ECKERLE* Director
- -----------------------------------
David E. Eckerle

THOMAS B. FLORIDA* Director
- -----------------------------------
Thomas B. Florida

PHELPS L. LAMBERT* Director
- -----------------------------------
Phelps L. Lambert

RONALD B. LANKFORD* President and Director
- -----------------------------------
Ronald B. Lankford

LUCIEN H. MEIS* Director
- -----------------------------------
Lucien H. Meis

DAN W. MITCHELL* Director
- -----------------------------------
Dan W. Mitchell

LOUIS L. MERVIS* Director
- -----------------------------------
Louis L. Mervis

MARJORIE Z. SOYUGENC Director
- -----------------------------------
Marjorie Z. Soyugenc

CHARLES D. STORMS* Director
- -----------------------------------
Charles D. Storms

EDWARD T. TURNER, JR.* Director
- -----------------------------------
Edward T. Turner, Jr.

*By: /s/ JEFFREY L. KNIGHT
------------------------------
Attorney-in-Fact

Printed Name: Jeffrey L. Knight
----------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant's Articles of Incorporation provide that the Registrant
will indemnify any person who is or was a director, officer or employee of the
Registrant or of any other corporation for which he is or was serving in any
capacity at the request of the Registrant against all liability and expense that
may be incurred in connection with any claim, action, suit or proceeding with
respect to which such director, officer or employee is wholly successful or
acted in good faith in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant or such other corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
that his conduct was unlawful. A director, officer or employee of the
Registrant is entitled to be indemnified as a matter of right with respect to
those claims, actions, suits or proceedings where he has been wholly successful.
In all other cases, such director, officer or employee will be indemnified only
if the Board of Directors of the Registrant or independent legal counsel finds
that he has met the standards of conduct set forth above.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) The following Exhibits are being filed as part of this Registration
Statement:

3(i) Articles of Incorporation of the Registrant (incorporated by
reference to Registrant's Registration Statement on Form S-4,
File No. 33-57207, dated January 22, 1993)

3(ii) By-Laws of the Registrant (incorporated by reference to
Registrant's Registration Statement on Form S-4,
File No. 33-80670, dated June 23, 1994)

4 (a) the description of Registrant's common stock contained in its
Current Report on Form 8-K, dated January 6, 1983 (incorporated by
reference thereto), and (b) the description of Registrant's
Preferred Stock Purchase Rights contained in Registrant's
Form 8-A, dated March 1, 1990, including the Rights Agreement,
dated March 1, 1990, between the Registrant and Old National Bank
in Evansville, as Trustee (incorporated by reference thereto)

5 Opinion of Krieg DeVault Alexander & Capehart re: legality

10 Material Contracts (incorporated by reference to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1991 and to the Distribution Agreement set forth in Exhibit 1 of
the Registrant's Registration Statement on Form S-3, File No.
33-55222, dated December 2, 1992)

21 Subsidiaries of the Registrant (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)

23.01 Consent of Krieg DeVault Alexander & Capehart (included in Opinion
of Krieg DeVault Alexander & Capehart re: legality at Exhibit 5)

23.02 Consent of Arthur Anderson, LLP*

24 Powers of Attorney

(b) Financial Data Schedules: not applicable

* To be filed by amendment to this registration statement.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be

deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c) (1) The undersigned registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered hereunder
through the use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.

(2) The undersigned registrant hereby undertakes that every
prospectus (i) that is filed pursuant to paragraph (c)(1) immediately preceding
or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act,
and is used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.

(f) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

Index to Exhibits