8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):
September 28, 2004

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 No.)

711 Main Street
Box 810
Jasper, Indiana
(Address of Principal Executive Offices) 47546
(Zip Code)

(812) 482-1314
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(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 (see General Instruction A.2. below):

[    ] 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 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective September 28, 2004, the Board of Directors of the Registrant (the “Board”) increased the size of the Board to 13 members, apportioned the three vacancies caused by the increase in size of the Board among the three classes of its directors, and elected certain individuals to fill such vacancies (each of whom to serve until the annual meeting in the year indicated for the class of which he or she is a member, and until his or her successor is elected and has qualified), all as follows:

Class with terms expiring in Annual Meeting in the Year	Size of Current Class	Size of Expanded Class	Name of Person Elected to Fill Vacancy
2005	4	5	Christina Miller-Ernst
2006	3	4	U. Butch Klem
2007	3	4	Doug Bawel

The Board does not expect that any of the newly-elected directors will be assigned to any committees of the Board prior to the organizational meeting of the Board that will follow the annual meting of shareholders in 2005.

German American Bancorp issued a press release announcing the election of these new directors on September 28, 2004, which is filed as Exhibit 99.1 to this Report, and is incorporated herein by reference.

Item 9.01.    Financial Statements And Exhibits.

(c)        Exhibits

99.1      Press Release, dated September 28, 2004.

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.

Date:  September 29, 2004 GERMAN AMERICAN BANCORP



By:  /s/ Mark A. Schroeder Mark A. Schroeder, President

INDEX TO EXHIBITS

Exhibit No. Description

99.1 Press Release, dated September 28, 2004.

EX-99

JASPER, INDIANA SEPTEMBER 28, 2004 GERMAN AMERICAN BANCORP ANNOUNCES
DIRECTOR APPOINTMENTS

German American Bancorp (NASDAQ: GABC) has announced the appointment of three new directors to its Board of Directors. The expansion of its Board of Directors and these appointments are being instituted in connection with the Company’s board succession planning process. The newly-appointed directors are Doug Bawel, Christina Miller Ernst, and U. Butch Klem.

Mr. Bawel is President & CEO of Jasper Engines & Transmissions of Jasper, Indiana, a position that he has held since 1987. He is also involved in several other business interests, including Penske-Jasper Racing and Penske-Jasper Engines. Doug is active in a variety of organizations, including the Indiana Chamber of Commerce. He was named the Indiana Business Leader of the Year in 2003 and received the Indiana Entrepreneur of the Year Award for Manufacturing in 1997. Doug and his wife, Kathy, are the parents of seven children and grandparents of two.

Ms. Ernst is Chairman & President of Miller Construction Company, a third generation family business based in Vincennes, Indiana, specializing in the building and maintenance of high voltage power lines for utility companies located throughout the Midwest. Chris has held that post since 1988. She serves on the board of numerous civic and professional organizations, including Vincennes University Foundation and the National Electrical Contractors Association. Chris and her husband, Tom, are the parents of one daughter.

Mr. Klem is President & CEO of U.B. Klem Furniture Company, which specializes in restaurant furniture manufacturing. Mr. Klem founded the company in 1973. He has dramatically grown the firm since its inception, producing restaurant furniture for a variety of national franchisors. He is active in a number of civic and professional organizations, including the National Association of Manufacturers, and received the Indiana Entrepreneur of the Year Award for Manufacturing in 1995. Butch and his wife, Kathy, are the parents of two sons and a daughter.

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, and Spencer, 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.