<PAGE>
As filed with the Securities and
Exchange Commission on June 22, 2007                 Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                               ------------------

                            INTEGRA BANK CORPORATION
             (Exact name of registrant as specified in its charter)


            INDIANA                                           35-1632155
State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification No.)

                              21 S.E. THIRD STREET
                                  P.O. BOX 868
                         EVANSVILLE, INDIANA 47705-0868
               (Address of Principal Executive Offices) (Zip Code)


              INTEGRA BANK CORPORATION 2007 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                 MARTIN M. ZORN
                              21 S.E. THIRD STREET
                                  P.O. BOX 868
                         EVANSVILLE, INDIANA 47705-0868
                     (Name and address of agent for service)

                                 (812) 461-5794
          (Telephone number, including area code, of agent for service)


                                    Copy to:

                                DAVID C. WORRELL
                               BAKER & DANIELS LLP
                         600 EAST 96TH STREET, SUITE 600
                           INDIANAPOLIS, INDIANA 46240
                                 (317) 569-9600



<PAGE>


                        CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
==================================================================================================================
                                                      PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF SECURITIES          AMOUNT TO BE         OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
      TO BE REGISTERED             REGISTERED            PER SHARE              PRICE           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                 <C>                   <C>
Common stock, $1.00
stated value
  Shares not previously
  registered                        543,185(1)             22.33(2)         $ 12,129,321(2)         372.37(2)
  Shares previously
  registered                         56,815                  (3)                  (3)                  (3)
------------------------------------------------------------------------------------------------------------------
TOTAL                               600,000
------------------------------------------------------------------------------------------------------------------
Preferred stock purchase
rights                                (4)                    (4)                  (4)                 (4)
==================================================================================================================


</Table>


(1)  This Registration Statement registers 543,185 shares of common stock under
     the 2007 Equity Incentive Plan (the "2007 Plan"). In addition, this
     Registration Statement registers 56,815 shares of common stock under the
     2007 Plan which were previously registered under the Registrant's
     registration statements on Form S-8 (File Nos. 333-75093 and 333-104745)
     (the "Prior Registration Statements") for offer or sale under the
     Registrants' 1999 Stock Option and Incentive Plan and 2003 Stock Option and
     Incentive Plan (the "Prior Plans"), and which may be offered or sold under
     the 2007 Plan (the "Carried Forward Shares"). The Carried Forward Shares
     consist of shares remaining available for issuance under the Prior Plans,
     but not any shares underlying any outstanding stock options or other awards
     under the Prior Plans as of April 18, 2007, the date the 2007 Plan was
     approved by the Registrant's shareholders. In addition, pursuant to Rule
     416(a) under the Securities Act of 1933, as amended (the "Securities Act"),
     this Registration Statement also registers additional shares of common
     stock as may be offered or issued to present dilution resulting from stock
     splits, stock dividends, and similar transactions in accordance with the
     anti-dilution provisions of the 2007 Equity Incentive Plan.

(2)  Estimated solely for the purpose of calculating the registration fee and
     computed in accordance with Rule 457(c) and (h) under the Securities Act
     using the average of the high and low sale prices of the common stock as
     reported by the Nasdaq Global Market on June 18, 2007, which was $22.33 per
     share.

(3)  A total fee of $7,071 was paid by the Registrant in connection with the
     filing of the Prior Registration Statements, of which $239 related to the
     Carried Forward Shares. Pursuant to the Interpretation 89 under Section G
     of the Securities and Exchange Commission Division of Corporate Finance
     Manual of Publicly Available Telephone Interpretations (July 1997) and
     Instruction E to the General Instructions to Form S-8, the Registrant has
     carried forward the registration fees related to the Carried Forward Shares
     from the Prior Registration Statements.

(4)  This Registration Statement also covers rights to purchase shares of Series
     A Junior Participating Preferred Stock, which are attached to and trade
     with the common stock. No additional consideration will be received by
     Integra Bank Corporation for the rights registered hereby.


================================================================================



<PAGE>



             STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

     Integra Bank Corporation (the "Registrant") has filed this Registration
Statement to register under the Securities Act of 1933 (the "Securities Act")
the offer and sale pursuant to the Integra Bank Corporation 2007 Equity Plan
(the "2007 Plan") of 543,185 shares of common stock, $1.00 stated value per
share, of the Registrant (together with related preferred stock purchase
rights), not previously registered under the Securities Act, and 56,815 shares
of common stock, which were previously registered (as further described below).

     On December 20, 2006, the Registrant's Board of Directors adopted, subject
to shareholder approval, the 2007 Plan. On April 18, 2007, the 2007 Plan was
approved by the shareholders at the Registrant's annual meeting of shareholders.
The Registrant desires to have the shares of common stock registered hereunder
and issuable pursuant to the 2007 Plan to include those shares of common stock
described above whose offer and sale were previously registered under the
registration statement on Form S-8 (File No. 333-79163) filed on May 24, 1999
and registration statement on Form S-8 (File No. 333-104745) filed on April 25,
2003 (the "Prior Registration Statements"), for offer or sale under the Integra
Bank Corporation 1999 Stock Option and Incentive Plan and the Integra Bank
Corporation 2003 Stock Option and Incentive Plan (the "Prior Plans"),
respectively. The shares carried over from the Prior Registration Statements are
no longer available for new awards under the Prior Plans. This Registration
Statement registers 543,185 shares of common stock, not previously registered,
for offer or sale under the 2007 Plan. In addition, this Registration Statement
registers 56,815 shares of common stock which were previously registered under
the Prior Registration Statements for offer or sale under the Prior Plans and
which may be offered or sold under the 2007 Plan (the "Carried Forward Shares").
The Carried Forward Shares consist of shares of common stock remaining available
for issuance under the Prior Plans, but not any shares underlying any
outstanding stock options or other awards under the Prior Plans as of April 18,
2007. Pursuant to Rule 416(a) of the Securities Act, this Registration Statement
also covers any additional shares of the Registrant's common stock that become
issuable under the 2007 Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration that increases the number of outstanding shares of the
Registrant's common stock.

     Consequently, in accordance with the Interpretation 89 under Section G of
the Securities and Exchange Commission Division of Corporate Finance Manual of
Publicly Available Telephone Interpretations (July 1997) and Instruction E to
the General Instructions to Form S-8: (a) the Registrant is (i) carrying over
the Carried Forward Shares from the Prior Registration Statements, and
(ii) registering the offer and sale of an additional 543,185 shares of common
stock, of which all 600,000 shares may be offered and sold under the 2007 Plan
pursuant to this Registration Statement; and (b) the registration fee of $293
allocable to the Carried Forward Shares carried over from the Prior Registration
Statements and paid in connection with the Prior Registration Statements is
carried over to this Registration Statement.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     As permitted by Rule 428 under the Securities Act, this Registration
Statement omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the Integra Bank Corporation 2007 Equity Incentive Plan (the
"Plan") covered by this Registration Statement as required by Rule 428(b). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by the Registrant with the
Commission are incorporated by reference in this Registration Statement:

          (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2006 as amended March 27, 2007;

          (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2007;

          (3)  The Registrant's Current Reports on Form 8-K filed with the
               Commission on January 9, 2007 (as amended January 10, 2007),
               March 9, 2007, April 10, 2007, April 17, 2007 and April 20, 2007;
               and

          (4)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A/A filed with the
               Commission on June 12, 1998 and the description of the preferred
               stock purchase rights contained in the Registrant's Registration
               Statement on Form 8-A filed with the Commission on July 31, 2001,
               including any amendment or report filed for the purpose of
               updating such descriptions.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Nothing in this Registration Statement shall be deemed to incorporate
information furnished but not filed on Form 8-K.

     The Registrant will promptly provide without charge to each person to whom
a prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such
person directed to the Secretary of the Registrant at its principal offices, 21
S.E. Third Street, Evansville, Indiana 47708, telephone (812) 464-9677.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.


                                      II-1

<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Indiana Business Corporation Law provides that a corporation, unless
limited by its Articles of Incorporation, is required to indemnify its directors
and officers against reasonable expenses incurred in the successful defense of
any proceeding to which the director or officer was a party because of serving
as a director or officer of the corporation.

     The Registrant may also voluntarily undertake to provide for
indemnification of directors, officers and employees of the Registrant against
any and all liability and reasonable expense that may be incurred by them,
arising out of any claim or action, civil, criminal, administrative or
investigative, in which they may become involved by reason of being or having
been a director, officer or employee. To be entitled to indemnification, those
persons must have been wholly successful in the claim or action or the Board of
Directors must have determined that such persons acted in good faith in what
they reasonably believed to be the best interests of the Registrant (or at the
last not opposed to its best interests) and, in addition, in any criminal
action, had reasonable cause to believe their conduct was lawful (or had no
reasonable cause to believe that their conduct was unlawful).

     In addition, the Registrant has a directors' and officers' liability and
company reimbursement policy that insures against certain liabilities, including
liabilities under the Securities Act, subject to applicable retentions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the Index of
Exhibits.

ITEM 9. 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;

               (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; and


                                      II-2

<PAGE>


               (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;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
               this section do not apply if the information required to be
               included in a post-effective amendment by those paragraphs is
               contained in periodic reports filed with or furnished to the
               Securities and Exchange Commission by the registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities 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.

          (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, each filing of the
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and each filing of an employee benefit plan's
          annual report pursuant to Section 15(d) of the Exchange Act) 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)  Insofar as indemnification for liabilities arising under the
          Securities Act 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 Securities 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 against the Registrant 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
          Securities Act and will be governed by the final adjudication of such
          issue.


                                      II-3

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 June 20, 2007.

                                       INTEGRA BANK CORPORATION


                                       By: /s/ Michael T. Vea
                                           -------------------------------------
                                           Michael T. Vea
                                           Chairman of the Board,
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes each of
Michael T. Vea, Martin M. Zorn and Archie M. Brown, each with full power of
substitution, to execute in the name and on behalf of such person any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate, and
appoints each of Michael T. Vea, Martin M. Zorn and Archie M. Brown, each with
full power of substitution, attorney-in-fact to sign any amendment and any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.


<Table>
<Caption>

         Signature                                    Title                               Date
         ---------                                    -----                               ----
<S>                                    <C>                                            <C>
/s/ Michael T. Vea                     Chairman of the Board, President,              June 20, 2007
-------------------------------        Chief Executive Officer and Director
Michael T. Vea                         (Principal Executive Officer)

/s/ Martin M. Zorn                     Executive Vice President and Chief             June 20, 2007
-------------------------------        Financial Officer (Principal Financial
Martin M. Zorn                         Officer)

/s/ Michael B. Carroll                 Senior Vice President and Controller           June 20, 2007
-------------------------------        (Principal Accounting Officer)
Michael B. Carroll

/s/ Roxy M. Baas                       Director                                       June 20, 2007
-------------------------------
Roxy M. Baas

/s/ Sandra Clark Berry                 Director                                       June 20, 2007
-------------------------------
Sandra Clark Berry

/s/ Dr. H. Ray Hoops                   Director                                       June 20, 2007
-------------------------------
Dr. H. Ray Hoops

</TABLE>

                                      II-4

<PAGE>

<Table>
<Caption>
         Signature                                    Title                               Date
         ---------                                    -----                               ----
<S>                                    <C>                                            <C>
/s/ George D. Martin                   Director                                       June 20, 2007
-------------------------------
George D. Martin

/s/ Thomas W. Miller                   Director                                       June 20, 2007
-------------------------------
Thomas W. Miller

/s/ Arthur D. Pringle, III             Director                                       June 20, 2007
-------------------------------
Arthur D. Pringle, III

/s/ Bradley M. Stevens                 Director                                       June 20, 2007
-------------------------------
Bradley M. Stevens

/s/ Richard M. Stivers                 Director                                       June 20, 2007
-------------------------------
Richard M. Stivers

/s/ Robert W. Swan                     Director                                       June 20, 2007
-------------------------------
Robert W. Swan

/s/ Robert D. Vance                    Director                                       June 20, 2007
-------------------------------
Robert D. Vance

/s/ William E. Vieth                   Director                                       June 20, 2007
-------------------------------
William E. Vieth

/s/ Daniel T. Wolfe                    Director                                       June 20, 2007
-------------------------------
Daniel T. Wolfe
</Table>


                                      II-5

<PAGE>

                               INDEX OF EXHIBITS

Exhibit
  No.                             Description of Exhibit
-------                           ----------------------

  4.1     Restated Articles of Incorporation of Integra Bank Corporation
          (incorporated by reference to Exhibit 3.1 to Registrant's Form 8-A/A
          dated June 12, 1998).

  4.2     Articles of Amendment dated May 12, 2000 of Integra Bank Corporation
          (incorporated by reference to Exhibit 3(a) to the Registrant's
          Quarterly Report on Form 10-Q for the period ending September 30,
          2000).

  4.3     Articles of Amendment dated July 18, 2001 of Integra Bank Corporation
          (included and incorporated by reference in Exhibit 4.5 below)

  4.4     By-Laws of Integra Bank Corporation (as amended through February 18,
          2004) (incorporated by reference to Exhibit 3.4 to the Registrant's
          Annual Report on Form 10-K for the year ended December 31, 2005).

  4.5     Rights Agreement, dated July 18, 2001, between Integra Bank
          Corporation and Integra Bank N.A., as Rights Agent. The Rights
          Agreement includes the form of Articles of Amendment setting forth
          terms of Series A Junior Participating Preferred Stock as Exhibit A,
          the form of Right Certificate as Exhibit B and the Summary of Rights
          to Purchase Preferred Shares as Exhibit C (incorporated by reference
          to Exhibit 1 to the Registrant's Current Report on Form 8-K dated
          July 18, 2001).

  4.6     Amendment to Rights Agreement dated September 15, 2004, between
          Integra Bank Corporation and Integra Bank N.A., as Rights Agent
          (incorporated by reference to Exhibit 4.2 to the Registrant's
          Current Report on Form 8-K dated September 16, 2004).

  4.8     Integra Bank Corporation 2007 Equity Incentive Plan (incorporated
          herein by reference to Appendix A to the Registrant's Definitive
          Proxy Statement dated March 16, 2007.)

  5       Opinion of Baker & Daniels LLP regarding legality of the securities
          being registered.

 23.1     Consent of Crowe Chizek and Company LLC.

 23.2     Consent of PricewaterhouseCoopers LLP.

 23.3     Consent of Baker & Daniels LLP (included in Exhibit 5).

 24       Powers of Attorney (included on the Signature Page of this
          Registration Statement).


                                 II-6
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{"company-data": {"conformed-name": "INTEGRA BANK CORP", "cik": "0000764241", "assigned-sic": "6022", "irs-number": "351632155", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-143961", "film-number": "07935686"}, "business-address": {"street1": "227 MAIN ST P O BOX 868", "city": "EVANSVILLE", "state": "IN", "zip": "47705-0868", "phone": "8124649677"}, "mail-address": {"street1": "227 MAIN ST", "street2": "PO BOX 868", "city": "EVANSVILLE", "state": "IN", "zip": "47705-0868"}, "former-company": {"former-conformed-name": "NATIONAL CITY BANCSHARES INC", "date-changed": "19920703"}}
As filed with the Securities and
Exchange Commission on June 22, 2007                 Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

                               ------------------

                            INTEGRA BANK CORPORATION
             (Exact name of registrant as specified in its charter)

            INDIANA                                           35-1632155
State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification No.)

                              21 S.E. THIRD STREET
                                  P.O. BOX 868
                         EVANSVILLE, INDIANA 47705-0868
               (Address of Principal Executive Offices) (Zip Code)

              INTEGRA BANK CORPORATION 2007 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                 MARTIN M. ZORN
                              21 S.E. THIRD STREET
                                  P.O. BOX 868
                         EVANSVILLE, INDIANA 47705-0868
                     (Name and address of agent for service)

                                 (812) 461-5794
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                DAVID C. WORRELL
                               BAKER & DANIELS LLP
                         600 EAST 96TH STREET, SUITE 600
                           INDIANAPOLIS, INDIANA 46240
                                 (317) 569-9600
CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                      PROPOSED MAXIMUM     PROPOSED MAXIMUM
     TITLE OF SECURITIES          AMOUNT TO BE         OFFERING PRICE     AGGREGATE OFFERING        AMOUNT OF
      TO BE REGISTERED             REGISTERED            PER SHARE              PRICE           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common stock, $1.00
stated value
  Shares not previously
  registered                        543,185(1)             22.33(2)         $ 12,129,321(2)         372.37(2)
  Shares previously
  registered                         56,815                  (3)                  (3)                  (3)
------------------------------------------------------------------------------------------------------------------
TOTAL                               600,000
------------------------------------------------------------------------------------------------------------------
Preferred stock purchase
rights                                (4)                    (4)                  (4)                 (4)
==================================================================================================================
(1)  This Registration Statement registers 543,185 shares of common stock under
     the 2007 Equity Incentive Plan (the "2007 Plan"). In addition, this
     Registration Statement registers 56,815 shares of common stock under the
     2007 Plan which were previously registered under the Registrant's
     registration statements on Form S-8 (File Nos. 333-75093 and 333-104745)
     (the "Prior Registration Statements") for offer or sale under the
     Registrants' 1999 Stock Option and Incentive Plan and 2003 Stock Option and
     Incentive Plan (the "Prior Plans"), and which may be offered or sold under
     the 2007 Plan (the "Carried Forward Shares"). The Carried Forward Shares
     consist of shares remaining available for issuance under the Prior Plans,
     but not any shares underlying any outstanding stock options or other awards
     under the Prior Plans as of April 18, 2007, the date the 2007 Plan was
     approved by the Registrant's shareholders. In addition, pursuant to Rule
     416(a) under the Securities Act of 1933, as amended (the "Securities Act"),
     this Registration Statement also registers additional shares of common
     stock as may be offered or issued to present dilution resulting from stock
     splits, stock dividends, and similar transactions in accordance with the
     anti-dilution provisions of the 2007 Equity Incentive Plan.

(2)  Estimated solely for the purpose of calculating the registration fee and
     computed in accordance with Rule 457(c) and (h) under the Securities Act
     using the average of the high and low sale prices of the common stock as
     reported by the Nasdaq Global Market on June 18, 2007, which was $22.33 per
     share.

(3)  A total fee of $7,071 was paid by the Registrant in connection with the
     filing of the Prior Registration Statements, of which $239 related to the
     Carried Forward Shares. Pursuant to the Interpretation 89 under Section G
     of the Securities and Exchange Commission Division of Corporate Finance
     Manual of Publicly Available Telephone Interpretations (July 1997) and
     Instruction E to the General Instructions to Form S-8, the Registrant has
     carried forward the registration fees related to the Carried Forward Shares
     from the Prior Registration Statements.

(4)  This Registration Statement also covers rights to purchase shares of Series
     A Junior Participating Preferred Stock, which are attached to and trade
     with the common stock. No additional consideration will be received by
     Integra Bank Corporation for the rights registered hereby.

================================================================================
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

     Integra Bank Corporation (the "Registrant") has filed this Registration
Statement to register under the Securities Act of 1933 (the "Securities Act")
the offer and sale pursuant to the Integra Bank Corporation 2007 Equity Plan
(the "2007 Plan") of 543,185 shares of common stock, $1.00 stated value per
share, of the Registrant (together with related preferred stock purchase
rights), not previously registered under the Securities Act, and 56,815 shares
of common stock, which were previously registered (as further described below).

     On December 20, 2006, the Registrant's Board of Directors adopted, subject
to shareholder approval, the 2007 Plan. On April 18, 2007, the 2007 Plan was
approved by the shareholders at the Registrant's annual meeting of shareholders.
The Registrant desires to have the shares of common stock registered hereunder
and issuable pursuant to the 2007 Plan to include those shares of common stock
described above whose offer and sale were previously registered under the
registration statement on Form S-8 (File No. 333-79163) filed on May 24, 1999
and registration statement on Form S-8 (File No. 333-104745) filed on April 25,
2003 (the "Prior Registration Statements"), for offer or sale under the Integra
Bank Corporation 1999 Stock Option and Incentive Plan and the Integra Bank
Corporation 2003 Stock Option and Incentive Plan (the "Prior Plans"),
respectively. The shares carried over from the Prior Registration Statements are
no longer available for new awards under the Prior Plans. This Registration
Statement registers 543,185 shares of common stock, not previously registered,
for offer or sale under the 2007 Plan. In addition, this Registration Statement
registers 56,815 shares of common stock which were previously registered under
the Prior Registration Statements for offer or sale under the Prior Plans and
which may be offered or sold under the 2007 Plan (the "Carried Forward Shares").
The Carried Forward Shares consist of shares of common stock remaining available
for issuance under the Prior Plans, but not any shares underlying any
outstanding stock options or other awards under the Prior Plans as of April 18,
2007. Pursuant to Rule 416(a) of the Securities Act, this Registration Statement
also covers any additional shares of the Registrant's common stock that become
issuable under the 2007 Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration that increases the number of outstanding shares of the
Registrant's common stock.

     Consequently, in accordance with the Interpretation 89 under Section G of
the Securities and Exchange Commission Division of Corporate Finance Manual of
Publicly Available Telephone Interpretations (July 1997) and Instruction E to
the General Instructions to Form S-8: (a) the Registrant is (i) carrying over
the Carried Forward Shares from the Prior Registration Statements, and
(ii) registering the offer and sale of an additional 543,185 shares of common
stock, of which all 600,000 shares may be offered and sold under the 2007 Plan
pursuant to this Registration Statement; and (b) the registration fee of $293
allocable to the Carried Forward Shares carried over from the Prior Registration
Statements and paid in connection with the Prior Registration Statements is
carried over to this Registration Statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     As permitted by Rule 428 under the Securities Act, this Registration
Statement omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the Integra Bank Corporation 2007 Equity Incentive Plan (the
"Plan") covered by this Registration Statement as required by Rule 428(b). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by the Registrant with the
Commission are incorporated by reference in this Registration Statement:

          (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 2006 as amended March 27, 2007;

          (2)  The Registrant's Quarterly Report on Form 10-Q for the quarter
               ended March 31, 2007;

          (3)  The Registrant's Current Reports on Form 8-K filed with the
               Commission on January 9, 2007 (as amended January 10, 2007),
               March 9, 2007, April 10, 2007, April 17, 2007 and April 20, 2007;
               and

          (4)  The description of the Registrant's Common Stock contained in the
               Registrant's Registration Statement on Form 8-A/A filed with the
               Commission on June 12, 1998 and the description of the preferred
               stock purchase rights contained in the Registrant's Registration
               Statement on Form 8-A filed with the Commission on July 31, 2001,
               including any amendment or report filed for the purpose of
               updating such descriptions.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Nothing in this Registration Statement shall be deemed to incorporate
information furnished but not filed on Form 8-K.

     The Registrant will promptly provide without charge to each person to whom
a prospectus is delivered a copy of any or all information that has been
incorporated herein by reference (not including exhibits to the information that
is incorporated by reference unless such exhibits are specifically incorporated
by reference into such information) upon the written or oral request of such
person directed to the Secretary of the Registrant at its principal offices, 21
S.E. Third Street, Evansville, Indiana 47708, telephone (812) 464-9677.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

                                      II-1
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Indiana Business Corporation Law provides that a corporation, unless
limited by its Articles of Incorporation, is required to indemnify its directors
and officers against reasonable expenses incurred in the successful defense of
any proceeding to which the director or officer was a party because of serving
as a director or officer of the corporation.

     The Registrant may also voluntarily undertake to provide for
indemnification of directors, officers and employees of the Registrant against
any and all liability and reasonable expense that may be incurred by them,
arising out of any claim or action, civil, criminal, administrative or
investigative, in which they may become involved by reason of being or having
been a director, officer or employee. To be entitled to indemnification, those
persons must have been wholly successful in the claim or action or the Board of
Directors must have determined that such persons acted in good faith in what
they reasonably believed to be the best interests of the Registrant (or at the
last not opposed to its best interests) and, in addition, in any criminal
action, had reasonable cause to believe their conduct was lawful (or had no
reasonable cause to believe that their conduct was unlawful).

     In addition, the Registrant has a directors' and officers' liability and
company reimbursement policy that insures against certain liabilities, including
liabilities under the Securities Act, subject to applicable retentions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the Index of
Exhibits.

ITEM 9. 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;

               (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; and

                                      II-2
(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;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
               this section do not apply if the information required to be
               included in a post-effective amendment by those paragraphs is
               contained in periodic reports filed with or furnished to the
               Securities and Exchange Commission by the registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities 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.

          (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, each filing of the
          Registrant's annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and each filing of an employee benefit plan's
          annual report pursuant to Section 15(d) of the Exchange Act) 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)  Insofar as indemnification for liabilities arising under the
          Securities Act 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 Securities 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 against the Registrant 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
          Securities Act and will be governed by the final adjudication of such
          issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 June 20, 2007.

                                       INTEGRA BANK CORPORATION

                                       By: /s/ Michael T. Vea
                                           -------------------------------------
                                           Michael T. Vea
                                           Chairman of the Board,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes each of
Michael T. Vea, Martin M. Zorn and Archie M. Brown, each with full power of
substitution, to execute in the name and on behalf of such person any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the registrant deems appropriate, and
appoints each of Michael T. Vea, Martin M. Zorn and Archie M. Brown, each with
full power of substitution, attorney-in-fact to sign any amendment and any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.
Signature                                    Title                               Date
         ---------                                    -----                               ----
/s/ Michael T. Vea                     Chairman of the Board, President,              June 20, 2007
-------------------------------        Chief Executive Officer and Director
Michael T. Vea                         (Principal Executive Officer)

/s/ Martin M. Zorn                     Executive Vice President and Chief             June 20, 2007
-------------------------------        Financial Officer (Principal Financial
Martin M. Zorn                         Officer)

/s/ Michael B. Carroll                 Senior Vice President and Controller           June 20, 2007
-------------------------------        (Principal Accounting Officer)
Michael B. Carroll

/s/ Roxy M. Baas                       Director                                       June 20, 2007
-------------------------------
Roxy M. Baas

/s/ Sandra Clark Berry                 Director                                       June 20, 2007
-------------------------------
Sandra Clark Berry

/s/ Dr. H. Ray Hoops                   Director                                       June 20, 2007
-------------------------------
Dr. H. Ray Hoops
II-4
Signature                                    Title                               Date
         ---------                                    -----                               ----
/s/ George D. Martin                   Director                                       June 20, 2007
-------------------------------
George D. Martin

/s/ Thomas W. Miller                   Director                                       June 20, 2007
-------------------------------
Thomas W. Miller

/s/ Arthur D. Pringle, III             Director                                       June 20, 2007
-------------------------------
Arthur D. Pringle, III

/s/ Bradley M. Stevens                 Director                                       June 20, 2007
-------------------------------
Bradley M. Stevens

/s/ Richard M. Stivers                 Director                                       June 20, 2007
-------------------------------
Richard M. Stivers

/s/ Robert W. Swan                     Director                                       June 20, 2007
-------------------------------
Robert W. Swan

/s/ Robert D. Vance                    Director                                       June 20, 2007
-------------------------------
Robert D. Vance

/s/ William E. Vieth                   Director                                       June 20, 2007
-------------------------------
William E. Vieth

/s/ Daniel T. Wolfe                    Director                                       June 20, 2007
-------------------------------
Daniel T. Wolfe
II-5
INDEX OF EXHIBITS

Exhibit
  No.                             Description of Exhibit
-------                           ----------------------

  4.1     Restated Articles of Incorporation of Integra Bank Corporation
          (incorporated by reference to Exhibit 3.1 to Registrant's Form 8-A/A
          dated June 12, 1998).

  4.2     Articles of Amendment dated May 12, 2000 of Integra Bank Corporation
          (incorporated by reference to Exhibit 3(a) to the Registrant's
          Quarterly Report on Form 10-Q for the period ending September 30,
          2000).

  4.3     Articles of Amendment dated July 18, 2001 of Integra Bank Corporation
          (included and incorporated by reference in Exhibit 4.5 below)

  4.4     By-Laws of Integra Bank Corporation (as amended through February 18,
          2004) (incorporated by reference to Exhibit 3.4 to the Registrant's
          Annual Report on Form 10-K for the year ended December 31, 2005).

  4.5     Rights Agreement, dated July 18, 2001, between Integra Bank
          Corporation and Integra Bank N.A., as Rights Agent. The Rights
          Agreement includes the form of Articles of Amendment setting forth
          terms of Series A Junior Participating Preferred Stock as Exhibit A,
          the form of Right Certificate as Exhibit B and the Summary of Rights
          to Purchase Preferred Shares as Exhibit C (incorporated by reference
          to Exhibit 1 to the Registrant's Current Report on Form 8-K dated
          July 18, 2001).

  4.6     Amendment to Rights Agreement dated September 15, 2004, between
          Integra Bank Corporation and Integra Bank N.A., as Rights Agent
          (incorporated by reference to Exhibit 4.2 to the Registrant's
          Current Report on Form 8-K dated September 16, 2004).

  4.8     Integra Bank Corporation 2007 Equity Incentive Plan (incorporated
          herein by reference to Appendix A to the Registrant's Definitive
          Proxy Statement dated March 16, 2007.)

  5       Opinion of Baker & Daniels LLP regarding legality of the securities
          being registered.

 23.1     Consent of Crowe Chizek and Company LLC.

 23.2     Consent of PricewaterhouseCoopers LLP.

 23.3     Consent of Baker & Daniels LLP (included in Exhibit 5).

 24       Powers of Attorney (included on the Signature Page of this
          Registration Statement).

                                 II-6