FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

                Date of Report (Date of Earliest event reported):
                                 March 24, 2000

                             GERMAN AMERICAN BANCORP
               (Exact name of registrant as specified in charter)




     Indiana                       0-11244                        35-1547518
(State or other            (Commission File Number)              (IRS Employer
jurisdiction of                                                   Identification
Incorporation)                                                    Number)



                     711 Main Street, Jasper, Indiana 47546
                    (Address of Principal Executive Offices)

                                 (812) 482-1314
              (Registrant's telephone number, including area code)



                                       NA
         (Former Name and Former Address, if changed since last report)






Item 5.           Other Events

                  The  Registrant  has announced that it has agreed in principle
to acquire Holland Bancorp, Inc., Holland,  Indiana. The proposed transaction is
more  completely  described  in the press  release  which is attached  hereto as
Exhibit 99.

Exhibit No.          Description

      99             Press Release issued by the Registrant on March 24, 2000.




































                                   EXHIBIT 99

HOLLAND BANCORP, INC., HOLLAND, INDIANA, TO MERGE WITH GERMAN AMERICAN BANCORP

JASPER,  INDIANA,  March 24,  2000 German  American  Bancorp  (NASDAQ:GABC)  and
Holland Bancorp,  Inc.,  jointly  announced today that an agreement in principle
has been  reached for the merger of Holland with and into German  American,  and
the simultaneous merger of Holland's sole bank subsidiary,  The Holland National
Bank, into German American's lead bank subsidiary, The German American Bank. The
Holland National Bank operates four banking offices in Dubois County, Indiana.

Under the terms of the  proposed  merger,  the  shareholders  of  Holland  would
receive 3.5 shares of German  American  common  stock for each of their  Holland
shares,  or an  aggregate  of  approximately  947,777  shares of common stock of
German American.

At December 31, 1999, Holland had total assets of and total shareholders' equity
of $64 million and $ 6 million,  respectively.  Holland  reported  net income of
$532 thousand for the year ended December 31, 1999.

The proposed  merger is subject to the completion of due diligence and execution
of a  definitive  agreement,  approval by  shareholders  of  Holland,  Holland's
receipt of a fairness  opinion,  approval  of the  appropriate  bank  regulatory
agencies  and other  conditions.  It is  contemplated  that the mergers  will be
consummated  during the third  quarter of 2000,  and that they will be accounted
for under the pooling of interests method of accounting.

In commenting on the proposed merger, GABC President and CEO, Mark A. Schroeder,
stated,  "This combination allows both  organizations to significantly  leverage
our operating efficiencies with a prudent `in-market' partnership that we expect
to positively enhance the longer-term  franchise value for all stakeholders." He
continued, "Our discussions with the Holland Directors have affirmed our similar
community and shareholder  philosophies . . . broad, local ownership  singularly
espousing  local decision  making,  relationship  banking and  community-focused
`citizenship'.  We are  extremely  excited about the  opportunity  this business
combination  affords  us  to  offer  enhanced  banking  and  financial  services
competition within our market area."

Following the completion of the proposed  transaction,  German American  Bancorp
will have total assets of approximately  $1.1 billion and will operate five bank
subsidiaries  with a total  of 29  banking  offices,  and two  insurance  agency
subsidiaries  with a  total  of six  agency  offices,  within  eight  contiguous
counties in  Southwest  Indiana.  German  American's  lines of business  include
comprehensive  retail,  commercial and private banking  capabilities,  including
mortgage  banking,  commercial  leasing,  title  insurance,  and a full range of
personal and corporate  property and casualty insurance  products.  Its stock is
traded  on  NASDAQ's   National  Market  System  under  the  symbol  GABC.  More
information can be found at www.germanamericanbancorp.com.



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 thereunto duly authorized.

                                  GERMAN AMERICAN BANCORP

Date:      March 24, 2000         By/s/Mark A. Schroeder
           --------------------   --------------------------------------
                                  Mark A. Schroeder
                                  President and CEO

Date:      March 24, 2000         By/s/Richard E. Trent
           --------------------   --------------------------------------
                                  Richard E. Trent
                                  Senior Vice President
                                  Chief Financial Officer and Principal
                                        Accounting Officer