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

October 27, 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 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)

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 2.02.    Results of Operations and Financial Condition.

On October 27, 2004, German American Bancorp (the “Company”), issued a press release announcing its results for the quarter ended September 30, 2004 and making other disclosures. 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 is incorporated herein by reference.

The information 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.

Item 8.01.    Other Events.

The Company’s Board of Directors has completed its previously announced review of the Company’s dividend practices and policy, under which the Board of Directors has, in recent years, declared quarterly cash dividends and, during the fourth quarter of each year, a five-percent stock dividend. In reviewing the Company’s dividend policy, the Board of Directors took into account changes made to the federal income tax law in 2003 relative to the shareholders’ effective taxable rate on cash dividends, the effects of the stock dividend on the composition of the Company’s equity accounts under applicable accounting principles, and certain regulatory interpretations relating to stock dividends.

On the basis of this review, the Board of Directors determined that it would be in the best long-term interests of the Company to maximize the Company’s ability to maintain a strong cash dividend level and to discontinue the Company’s practice of declaring annual stock dividends. The Board affirmed the Company’s quarterly cash dividend by declaring a cash dividend of $0.14 per share which will be payable on November 20, 2004 to shareholders of record as of November 10, 2004.

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.

Date:  October 27, 2004 GERMAN AMERICAN BANCORP



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

EXHIBIT INDEX

99 Press release issued by the Company on October 27, 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

JASPER, INDIANA OCTOBER 27, 2004 GERMAN AMERICAN BANCORP REPORTS CONTINUING EARNINGS
IMPROVEMENT, DECLARES QUARTERLY CASH DIVIDEND, AND
ANNOUNCES CHANGE IN STOCK DIVIDEND POLICY

German American Bancorp (NASDAQ: GABC) announced today that its earnings for the third quarter of 2004 increased by 10% from reported earnings for last year’s third quarter, representing the second successive quarter of a double-digit increase in earnings. The Company’s earnings for the three months ended September 30, 2004 were $2,376,000, or $0.22 per share, compared to $2,153,000, or $0.20 per share, for the comparable period in 2003.

The Company’s net income for the nine-month period ended September 30, 2004 was $0.61 per share as compared to $0.59 per share for the comparable period in 2003. Reported earnings for the first nine months of 2004 were $6,660,000 compared to $6,634,000 in 2003. The year-to-date per share earnings comparison was impacted by the lower average number of shares outstanding in 2004 resulting from the Company’s self tender offer completed in March 2003.

Continuing improvements in the Company’s net interest income and net interest margin were significant drivers of the quarterly earnings increase. Net interest income for the third quarter of 2004 exceeded the net interest income of the immediately preceding quarterly periods for the fourth consecutive quarter. The earnings comparison was also positively impacted by a continuation of significant revenue growth in its insurance and financial advisory services segments.

Commenting on the Company’s reported operating results, Mark A. Schroeder, Company President & CEO, stated, “Our strong third quarter earnings increase was highlighted by significant continuing improvements in both our net interest income and net interest margin. As we have previously reported, we have taken steps over the past 18 to 24 months to position our balance sheet in a manner designed to enhance earnings during a period of increasing general market interest rates. The recent increases in short-term interest rates have had the positive earnings impact that we expected. We anticipate further improvements in our net interest income and net interest margin if general market interest rates increase in the coming months.”

Page 2 of 3

Schroeder continued, “Our Net Interest Income gains during the third quarter were driven in large part by continuing growth in our commercial loan portfolio and further reductions in our overall cost of funds. We’re pleased that our business bankers are differentiating themselves by being responsive and creative in providing total solutions which include both lending and deposit services for their clients. As to our cost of funds, our focus on retail and small business “core” deposits is having a very meaningful impact on the level of our funding cost.”

The Company also reported that its Board of Directors has completed its previously announced review of the Company’s dividend practices and policy, under which the Board of Directors has, in recent years, declared quarterly cash dividends and, during the fourth quarter of each year, a five-percent stock dividend. In reviewing the Company’s dividend policy, the Board of Directors took into account changes made to the federal income tax law in 2003 relative to the shareholders’ effective taxable rate on cash dividends, the effects of the stock dividend on the composition of the Company’s equity accounts under applicable accounting principles, and certain regulatory interpretations relating to stock dividends.

On the basis of this review, the Board of Directors determined that it would be in the best long-term interests of the Company to maximize the Company’s ability to maintain a strong cash dividend level and to discontinue the Company’s practice of declaring annual stock dividends. The Board affirmed the Company’s quarterly cash dividend by declaring a cash dividend of $0.14 per share which will be payable on November 20, 2004 to shareholders of record as of November 10, 2004.

Page 3 of 3

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.

Forward-Looking Statements
The Company’s statements in this press release regarding its expectation of changes in its net interest income and net interest margin, are “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. Changes in the Company’s net interest income and net interest margin may vary materially from those that are presently expected, if interest rates should decline or not increase. Other factors that could cause net interest income, net interest margin and earnings to vary from those that are expected, or those that have historically been achieved in recent periods, include 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; actions of the Federal Reserve Board; changes in accounting principles and interpretations; 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
	September 30,
	2004			2003
ASSETS
Cash and Due from Banks	$	25,310		$	29,419
Short-term Investments		8,054			14,131
Investment Securities		215,559			213,017
Loans Held-for-Sale		1,220			1,266
Loans, Net of Unearned Income		627,289			609,715
Allowance for Loan Losses		(8,897	)		(8,334	)
Net Loans		618,392			601,381
Premises and Equipment		20,729			21,778
Other Assets		38,323			38,514
TOTAL ASSETS	$	927,587		$	919,506
LIABILITIES
Non-interest-bearing Demand Deposits	$	121,963		$	109,982
Interest-bearing Demand, Savings, and
Money Market Accounts		282,895			252,440
Time Deposits under $100,000		258,428			291,658
Time Deposits $100,000 or more and
Brokered Deposits		61,496			55,426
Total Deposits		724,782			709,506
Borrowings		107,137			114,044
Other Liabilities		11,962			12,615
TOTAL LIABILITIES		843,881			836,165
SHAREHOLDERS' EQUITY
Common Stock and Surplus		78,029			69,603
Retained Earnings		6,487			13,866
Accumulated Other Comprehensive Loss		(810	)		(128	)
TOTAL SHAREHOLDERS' EQUITY		83,706			83,341
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$	927,587		$	919,506
BOOK VALUE PER SHARE	$	7.68		$	7.61	(1)
END OF PERIOD SHARES OUTSTANDING		10,898,241			10,433,597

⁽¹⁾    Restated for December 2003 stock dividend.
⁽²⁾    End of period shares outstanding were not restated for the effect of stock dividends.

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

Consolidated Statements of Income
	Three Months Ended September 30,					Nine Months Ended September 30,
	2004		2003			2004		2003
INTEREST INCOME
Interest and Fees on Loans	$	9,833	$	10,301		$	29,280	$	31,830
Interest on Short-term Investments		21		66			69		204
Interest and Dividends on Investment Securities		2,103		1,837			6,272		6,476
TOTAL INTEREST INCOME		11,957		12,204			35,621		38,510
INTEREST EXPENSE
Interest on Deposits		2,818		3,381			8,937		10,751
Interest on Borrowings		1,239		1,798			3,571		5,614
TOTAL INTEREST EXPENSE		4,057		5,179			12,508		16,365
Net Interest Income		7,900		7,025			23,113		22,145
Provision for Loan Losses		288		266			1,528		495
Net Interest Income after
Provision for Loan Losses		7,612		6,759			21,585		21,650
NON-INTEREST INCOME
Other Operating Income		2,855		3,125			9,127		7,153
Net Gain on Sales of Loans and Related Assets		278		1,128			823		2,434
Net Gain on Sales of Securities		---		54			5		77
TOTAL NON-INTEREST INCOME		3,133		4,307			9,955		9,664
NON-INTEREST EXPENSE
Salaries and Benefits		4,534		4,503			13,644		13,344
Net Loss on Extinguishment of Borrowings		---		914			---		914
Other Operating Expenses		3,303		3,131			9,811		9,128
TOTAL NON-INTEREST EXPENSE		7,837		8,548			23,455		23,386
Income before Income Taxes		2,908		2,518			8,085		7,928
Income Tax Expense		532		365			1,425		1,294
NET INCOME	$	2,376	$	2,153		$	6,660	$	6,634
EARNINGS PER SHARE & DILUTED EARNINGS PER SHARE	$	0.22	$	0.20	(1)	$	0.61	$	0.59	(1)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		10,898,241		10,953,666	(1)		10,920,123		11,251,910	(1)
Diluted		10,929,870		10,999,524	(1)		10,954,121		11,296,239	(1)

⁽¹⁾    Restated for December 2003 stock dividend.