SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
OLD NATIONAL BANCORP
(Title of Class of Securities)
COMMON, NO PAR, VOTING
(CUSIP Number)
680033107
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing person
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
for the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 680033107 As of 12/31/97
1) Names of Reporting Persons' S.S. or I.R.S.
Identification Numbers of Above Persons
OLD NATIONAL BANCORP TIN 35-1539838
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)X
(b)
3) SEC Use Only
4) Citizenship or Place of Organization
OLD NATIONAL BANCORP
420 MAIN STREET
EVANSVILLE, IN 47708 USA
Number of Shares Beneficially Owned by Each Reporting Person With
(Refers to Numbers 5-8)
5) Sole Voting Power
NONE
6) Shared Voting Power
NONE
7) Sole Dispositive Power
3,338,189
8) Shared Dispositive Power
283,182
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
3,621,371
10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
N/A
11) Percent of Class Represented by Amount in Row 9
13.4% (27,027,148 SHARES OUTSTANDING)
12) Type of Reporting Person (See instructions)
HOLDING COMPANY
SCHEDULE 13G
Item 1(a) Name of Issuer:
OLD NATIONAL BANCORP
Item 1(b) Address of Issuer's Principal Executive Offices:
420 MAIN STREET
EVANSVILLE, IN 47708
Item 2(a) Name of Person Filing:
OLD NATIONAL BANCORP
Item 2(b) Address of Principal Business Office or, if none,
Residence:
420 MAIN STREET
EVANSVILLE, IN 47708
Item 2(c) Citizenship:
USA
Item 2(d) Title of Class of Securities
COMMON, NO PAR VOTING
Item 2(e) CUSIP Number:
680033107
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
a) [ ] Broker of Dealer registered under section 15 of the Act
b) [ ] Bank as defined in section 3(a)(6) of the Act
c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
d) [ ] Investment Company registered under section 8 of the
Investment Company Act
e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund;
see section 240. 13d-1(b)(1)(ii)(F)
g) [x] Parent Holding Company, in accordance with
section 240. 13d-1(b)(1)(ii)(G)
h) [ ] Group, in accordance with section 240. 13d-1(b)(1)(ii)(H)
Item 4. Ownership
a) Amount Beneficially Owned:
3,621,371
b) Percent of Class:
13.4%
c) Number of shares as to which such person has:
(I) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition
of 3,338,189
(iv) shared power to dispose or to direct the disposition of 283,182
Item 5. Ownership of Five Percent or Less of a Class
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
OLD NATIONAL TRUST COMPANY
Item 8. Identification and Classification of Members of the
Group
OLD NATIONAL TRUST COMPANY IS WHOLLY-OWNED SUBSIDARY OF
OLD NATIONAL BANCORP
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below, I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
s/s Ronald W. Vogel
_______________________________
Ronald W. Vogel, Vice President
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete, and correct.
February 13, 1998
___________________
Date
s/s Ronald W. Vogel
_____________________
Signature
OLD NATIONAL BANCORP
By:s/s Ronald W. Vogel
_______________________________
Ronald W. Vogel, Vice President
