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One Main Street Evansville, Indiana 47708
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Via EDGAR
July 23, 2021
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Attn: Julia Griffith
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Re:
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Old National Bancorp
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Amendment No. 1 to Registration on Form S-4
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Filed July 23, 2021
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File No. 333-257536
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Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Old National Bancorp hereby respectfully requests that the effective date of the
above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Eastern Time, on July 27, 2021, or as soon as practicable thereafter.
Please contact Alison LaBruyere of Squire Patton Boggs (US) LLP at (404) 680-4344 with any questions you may have regarding this request. In addition, please
notify Ms. LaBruyere by telephone when this request for acceleration has been granted.
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Respectfully,
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Old National Bancorp
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By:
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/s/ James C. Ryan, III
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Name:
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James C. Ryan, III
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Title:
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Chairman of the Board and Chief Executive Officer
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cc:
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Jeffrey L. Knight, Old National Bancorp
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Nicholas J. Chulos, First Midwest Bancorp, Inc.
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Mark J. Menting, Sullivan & Cromwell LLP
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James Barresi, Squire Patton Boggs (US) LLP
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