UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Old National Bancorp
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(Exact name of registrant as specified in its charter)

Not Applicable
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Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Old National Bancorp’s wholly owned bank subsidiary, Old National Bank ("ONB"), announced plans to consolidate eighteen (18) banking centers as part of its ongoing efforts toward achieving its 65% efficiency ratio target by the fourth quarter of 2013. The banking center consolidations are expected to occur in the third quarter of 2013. ONB expects a positive pre-tax income statement impact of approximately $3.5 million to $4.5 million on an annual basis as a result of the consolidations. In addition, ONB anticipates recording a one-time expense of approximately $2.5 million to $3.5 million in the third quarter of 2013 relating to this efficiency improvement.

As part of an ongoing efficiency initiative, ONB examined its locations closely, reviewing such items as market dynamics, deposits per branch, proximity to other offices and client traffic. The banking centers to be consolidated include 13 Indianapolis, Indiana in-store branches, as well as additional in-store banking centers located in Monticello, Maysville and Kendallville, Indiana. In addition, free standing branches in Richmond and Tell City, Indiana will also be consolidated. ONB currently has 170 locations across Indiana, Kentucky, Illinois, and Ohio.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements regarding future events and developments concerning Old National. You can find many of these statements by looking for words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions. Statements about the expected timing, completion and all other statements in this Current Report other than historical facts constitute forward-looking statements.

Forward-looking statements involve certain risks and uncertainties. The ability of either Old National to predict results or actual effects of its plans and strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Because these forward-looking statements are subject to assumptions and uncertainties, the developments and future events concerning Old National set forth in this Current Report may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this Current Report.

All written and oral forward-looking statements concerning the branch consolidations addressed in this Current Report and attributable to Old National or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Old National undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.