8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT

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

April 29, 2004
Date of Report (Date of earliest event reported)

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

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

711 Main Street
Box 810
Jasper, Indiana
(Address of principal executive offices)
47546
(Zip Code)

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

Item 12.    Results of Operations and Financial Condition.

On April 29, 2004, German American Bancorp (the “Company”), issued a press release announcing its results for the quarter ended March 31, 2004. A copy of the press release and the consolidated financial statements that were included with that press release is furnished herewith as Exhibit 99 and incorporated herein by reference.

The information contained in this Item 12 or incorporated by reference herein from Exhibit 99 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

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.

GERMAN AMERICAN BANCORP



By:  /s/ Mark A. Schroeder Mark A. Schroeder, President and
Chief Executive Officer

Dated:    May 5, 2004

EXHIBIT INDEX

99 Press release issued by the Company on April 29, 2004. This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

EX-99

GERMAN AMERICAN BANCORP ANNOUNCES FIRST QUARTER EARNINGS AND DECLARES QUARTERLY CASH DIVIDEND

JASPER, INDIANA April 29, 2004—German American Bancorp has reported Net Income for the three months ended March 31, 2004 of $1,952,000 or $0.18 per share, representing a $.04 per share increase from the $1,534,000 or $.14 per share in the fourth quarter of 2003. The fourth quarter's earnings were adversely impacted by the effect of a $594,000, or $0.05 per share, after-tax prepayment fee on borrowings.

Compared to the fourth quarter of 2003, the first quarter of 2004 reflects an $88,000 improvement of the Company's net interest income (resulting in the highest level of quarterly net interest income since the first quarter of 2003 and the highest level of net interest margin since the second quarter of 2002) and a $92,000 reduction in operating expenses (excluding the aforementioned prepayment fee related to the extinguishment of borrowings). Other factors negatively affecting the first quarter compared to the fourth quarter were an $86,000 increase in the provision for loan losses and a $315,000 decline in non-interest income, attributable in part to an increase in mortgage servicing rights impairment charges during the first quarter.

A comparison of reported Net Income to the first quarter of 2003 reflects a $.03 per share decrease from the $2,438,000, or $0.21 per share, earned during the same quarter last year. Last year's results contained the benefit of a provision for loan loss reversal, due to loan loss recoveries during the first quarter of 2003. The resulting difference in provision for loan losses between the two periods was $438,000 while the level of net interest income was $307,000 lower in the current year.

Positively impacting the prior year earnings comparison was a continuation of the Company's double digit growth in non-interest income as it grew by $422,000 or 17% for the quarter ended March 31, 2004 compared with the first quarter of 2003. This improvement in non-interest income was offset by a $434,000 increase in non-interest expense primarily attributable to increases in Salaries and Benefits, Professional Fees and Other Operating Expenses.

The increase in Salaries and Benefits was partially due to an increase in employees resulting from the acquisition of property and casualty insurance agencies completed late in the third quarter of 2003, as well as increased sales-related incentive pay associated with the increased revenue in the insurance and financial advisory services segments. The increase in Professional Fees Expense was largely attributable to expenses to ensure the Company's compliance with the provisions of the Sarbanes-Oxley Act while the increase in Other Operating Expense was due to an increased level of intangible amortization resulting from the previously mentioned property and casualty insurance agency acquisitions.

In commenting on the Company's first quarter results, Mark A. Schroeder, President and Chief Executive Officer of the Company, said, "We continue to be very pleased that our efforts to enhance and grow our sources of non-interest-related revenue (such as insurance, trust administration, securities brokerage, and financial planning) are working as demonstrated by the continuation of double-digit growth within these areas during the first quarter of the current year as compared to the same quarter last year. This level of strong growth of non-interest dependent fees and services is particularly important during this period of compressed net interest income and net interest margin related to the current historically low interest rate environment. We're also very encouraged that our levels of net interest income and net interest margin seem to have stabilized and begun to show signs of improvement during the first quarter even though we believe we will likely continue to face a less than optimal level of net interest income and net interest margin as long as short-term interest rates remain at their current historically low levels. Until the economic recovery is sufficiently in place to allow for a return of market interest rates to a more normal level, we will continue to work diligently to position German American to be poised to take advantage of the opportunities that will come with a stronger economic climate."

The Company also announced that its Board of Directors has declared the regular first quarter cash dividend of $0.14 per share. The dividend will be paid on or before May 20, 2004 to shareholders of record as of May 10, 2004.

German American Bancorp is a financial services holding company based in Jasper, Indiana. The Company's Common Stock is traded on NASDAQ's National Market System under the symbol GABC. The Company operates five affiliated community banks with 27 retail banking offices in the eight contiguous Southwestern Indiana counties of Daviess, Dubois, Gibson, Knox, Martin, Perry, Pike, Spencer and a Business Lending Center in Evansville, Indiana. The Company also operates German American Financial Advisors & Trust Company, a trust, brokerage and financial planning subsidiary operating from the banking offices of the bank subsidiaries and The Doty Agency, Inc., a full-line property and casualty insurance subsidiary with five independent insurance offices throughout its market area. The Company's lines of business include retail and commercial banking, mortgage banking, comprehensive wealth management, full service brokerage and trust administration, title insurance, and a full range of personal and corporate insurance products.

Forward-Looking Statements

The Company's statements in this press release regarding its expectations relative to its net interest income and net interest margin and it future financial performance may be deemed to constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that, by their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. The Company's future net interest income and net interest margin and financial performance may vary materially from the Company's present expectations as stated or implied by such forward-looking statements, due to such factors as the unknown future direction of interest rates and the timing and magnitude of any changes in interest rates; the effects of changes in competitive conditions; the introduction, withdrawal, success and timing of asset/liability management strategies or of business initiatives and business strategies; changes in customer borrowing, repayment, investment and deposit practices; changes in fiscal, monetary and tax policies; changes in financial and capital markets; changes in general economic conditions, either nationally or regionally, resulting in, among other things, credit quality deterioration; capital management activities; acquisitions of other businesses by the Company; actions of the Federal Reserve Board; and legislative and regulatory actions and reforms. These forward-looking statements speak only as of the date of this press release and the Company undertakes no obligation to update any such forward-looking statement to reflect events or circumstances that occur after the date hereof.

GERMAN AMERICAN BANCORP
(unaudited,dollars in thousands except per share data)

Consolidated Balance Sheets

	March 31,
	2004			2003
ASSETS
Cash and Due from Banks	$	23,939		$	29,088
Short-term Investments		11,075			27,661
Investment Securities		221,937			233,697
Loans Held for Sale		651			9,418
Loans, Net of Unearned Income		608,497			598,706
Allowance for Loan Losses		(8,436	)		(8,428	)
Net Loans		600,061			590,278
Premises and Equipment		21,502			22,419
Other Assets		38,924			25,706
TOTAL ASSETS	$	918,089		$	938,267
LIABILITIES
Non-interest-bearing Demand Deposits	$	114,692		$	100,685
Interest-bearing Demand, Savings, and
Money Market Accounts		271,982			244,332
Time Deposits Less Than $100,000		277,363			301,545
Time Deposits $100,000 or more and
Brokered Deposits		60,209			57,369
Total Deposits		724,246			703,931
Borrowings		98,425			138,339
Other Liabilities		11,242			12,494
TOTAL LIABILITIES		833,913			854,764
SHAREHOLDERS' EQUITY
Common Stock and Surplus		78,694			69,280
Retained Earnings		4,846			12,706
Accumulated Other Comprehensive Income		636			1,517
TOTAL SHAREHOLDERS' EQUITY		84,176			83,503
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	918,089		$	938,267
BOOK VALUE PER SHARE	$	7.69		$	7.64	(1)
END OF PERIOD SHARES OUTSTANDING		10,940,803			10,416,025	(2)

Consolidated Statements of Income

	Three Months Ended
	March 31, 2004		December 31, 2003			March 31, 2003
INTEREST INCOME
Interest and Fees on Loans	$	9,705	$	9,951		$	10,888
Interest on Short-term
Investments		28		66			56
Interest on Investment
Securities		2,043		2,092			2,505
TOTAL INTEREST INCOME		11,776		12,109			13,449
INTEREST EXPENSE
Interest on Deposits		3,133		3,246			3,764
Interest on Borrowings		1,165		1,473			1,900
TOTAL INTEREST EXPENSE		4,298		4,719			5,664
Net Interest Income		7,478		7,390			7,785
Provision for Loan Losses		402		316			(36	)
Net Interest Income after
Provision for Loan Losses		7,076		7,074			7,821
NON-INTEREST INCOME
Other Operating Income		2,768		3,113			1,973
Net Gain on Sales of Loans
and Related Assets		182		154			537
Net Gain on Sales of
Securities		5		3			23
TOTAL NON-INTEREST INCOME		2,955		3,270			2,533
NON-INTEREST EXPENSE
Salaries and Benefits		4,615		4,718			4,422
Net Loss on Extinguishment of
Borrowings		---		984			---
Other Operating Expenses		3,142		3,131			2,901
TOTAL NON-INTEREST EXPENSE		7,757		8,833			7,323
Income before Income Taxes		2,274		1,511			3,031
Income Tax Expense		322		(23	)		593
NET INCOME	$	1,952	$	1,534		$	2,438
EARNINGS PER SHARE	$	0.18	$	0.14		$	0.21	(1)
DILUTED EARNINGS PER SHARE	$	0.18	$	0.14		$	0.20	(1)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		10,936,799		10,953,785			11,869,714	(1)
Diluted		10,976,988		11,002,990			11,915,315	(1)

⁽¹⁾ Restated for December 2003 stock dividend.

⁽²⁾ End of period shares outstanding were not restated for the effect of stock dividends.