Sec Form 4 Filing - CLAYTON THOMAS F @ OLD NATIONAL BANCORP /IN/ - 2005-02-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CLAYTON THOMAS F 2. Issuer Name and Ticker or Trading Symbol OLD NATIONAL BANCORP /IN/ [ ONB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EXECUTIVE VICE PRESIDENT (Last) (First) (Middle) 8004 WASHINGTON AVE 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2005 (Street) EVANSVILLE, IN47715 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON STOCK 1,577.947 D COMMON STOCK 10,500 D COMMON STOCK 1,348.954 I CUSTODIAN FOR PATRICIA CARTER CLAYTON, DAUGHTER COMMON STOCK 14,286.737 I ONB ESOP COMMON STOCK 02/10/2005 L V 4.617 A $ 21.661 15,018.141 I SUSAN CLAYTON - SPOUSE COMMON STOCK 02/25/2005 L V 4.769 A $ 20.9685 15,022.91 I SUSAN CLAYTON - SPOUSE

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares EMPLOYEE STOCK OPTION $ 21.7 02/01/2002( 1 ) 06/27/2011 COMMON STOCK 86,058 86,058 D EMPLOYEE STOCK OPTION $ 21.7 06/27/2001( 2 ) 06/27/2011 COMMON STOCK 15,913 15,913 D EMPLOYEE STOCK OPTION $ 20.59 01/22/2003( 3 ) 01/22/2012 COMMON STOCK 96,083 96,083 D EMPLOYEE STOCK OPTION $ 20.68 01/31/2004( 4 ) 01/31/2013 COMMON STOCK 121,275 121,275 D EMPLOYEE STOCK OPTION $ 20.43 12/31/2004( 5 ) 02/02/2014 COMMON STOCK 10,500 10,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CLAYTON THOMAS F 8004 WASHINGTON AVE EVANSVILLE, IN47715 EXECUTIVE VICE PRESIDENT Signatures JEFFREY L KNIGHT, EXECUTIVE VP AND CHIEF LEGAL COUNSEL, AS ATTORNEY-IN-FACT 03/15/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vests in 4 equal annual installments beginning on 2/1/2002. Subject to accelerated vesting in certain circumstances. ( 2 )Immediately exercisable. ( 3 )Vests in 4 equal annual installments beginning on 1/22/2003. Subject to accelerated vesting in certain circumstances. ( 4 )Vests in 4 equal annual installments beginning on 1/31/2004. Subject to accelerated vesting in certain circumstances. ( 5 )Vests 100% on December 31, 2004.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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