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

February 1, 2006

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

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 February 1, 2006, German American Bancorp (the “Company” or “German American”), issued a press release announcing its results for the year and three months ended December 31, 2005 and making other disclosures. The press release (including the accompanying consolidated financial statements and ratio data) 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.

Quarterly Dividend

As announced in the press release that is furnished as Exhibit 99 to this report, the Company's Board of Directors has declared a cash dividend of $0.14 per share which will be payable on February 20, 2006, to shareholders of record as of February 10, 2006.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibits

99 Press release issued by the Company on February 1, 2006. 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.

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: February 1, 2006

EXHIBIT INDEX

99 Press release issued by the Company on February 1, 2006. 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

NEWS RELEASE

For additional information, contact:

Mark A Schroeder, President/CEO of German American Bancorp

Bradley M. Rust, Senior Vice President/CFO of German American Bancorp

(812) 482-1314

Page 1 of 3

FEBRUARY 1, 2006 GERMAN AMERICAN BANCORP REPORTS RECORD 2005 EARNINGS

German American Bancorp, Jasper, Indiana, (NASDAQ: GABC) reported today that 2005 earnings achieved record levels in terms of both net income and earnings per share. The Company’s 2005 net income of $9,721,000, or $0.89 per share, represents the highest level of earnings in the Company’s history and approximates a 35% increase over last year’s net income of $7,239,000, or $0.66 per share.

2005 fourth quarter earnings continued the Company’s recent trend of solid quarterly financial performance with net income of $2,431,000, or $0.22 per share, increasing significantly from the $579,000, or $0.05 per share, recorded in the fourth quarter of 2004. The prior year fourth quarter results were reduced by the recording of a non-cash, other than temporary impairment charge related to certain securities held in the Company’s investment portfolio.

In addition to the effect of the securities impairment charge, the earnings comparison of 2005 to 2004 was positively impacted by improvements in both net interest income and tax-equivalent net interest margin, as well as increases in the level of other non-interest income. The Company’s net interest income increased by approximately $1 million while the net interest margin improved to 3.92% in 2005 from 3.86% in 2004.

Non-interest income (not including net gain on the sales of loans and related assets and net loss on securities) increased in 2005 by nearly $900,000, representing a 7% increase in this growing component of the Company’s revenue. The combined increases in net interest income and other non-interest income of approximately $1.9 million were somewhat offset by increased operating expenses of slightly over $800,000, the majority of which was attributable to higher employee health insurance costs.

GERMAN AMERICAN BANCORP

NEWS RELEASE

For additional information, contact:

Mark A Schroeder, President/CEO of German American Bancorp

Bradley M. Rust, Senior Vice President/CFO of German American Bancorp

(812) 482-1314

Page 2 of 3

Mark A. Schroeder, President & Chief Executive Officer of German American, commenting on the Company’s record financial performance stated, “It is extremely gratifying to have been able to deliver record financial performance during 2005 for the benefit of our shareholders. The historic low level of interest rates and difficult economic conditions over the past several years has certainly presented a challenging environment relative to our Company’s financial and stock performance.”

Schroeder continued, “Throughout this period, we have maintained our focus on growing and enhancing shareholder value with a long-term perspective, and we are pleased that our steadfast commitment has been rewarded in terms of this achievement of the highest level of reported annual net income and earnings per share in the Company’s history. We’re hopeful that the combination of this past year’s record financial performance and our stock’s extremely attractive dividend yield will positively impact our stock’s long-term performance.”

The Company also announced its Board of Directors has declared a regular quarterly cash dividend of $0.14 per share which will be payable on February 20, 2006 to shareholders of record as of February 10, 2006.

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. Including Stone City Bank, which was acquired January 1, 2006, the Company now operates six affiliated community banks with 29 retail banking offices in the nine contiguous Southwestern Indiana counties of Daviess, Dubois, Gibson, Knox, Lawrence, Martin, Perry, Pike, and Spencer. 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 German American Insurance, 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.

GERMAN AMERICAN BANCORP

NEWS RELEASE

For additional information, contact:

Mark A Schroeder, President/CEO of German American Bancorp

Bradley M. Rust, Senior Vice President/CFO of German American Bancorp

(812) 482-1314

Page 3 of 3

Forward-Looking Statements

German American’s statements in this press release regarding financial performance, dividend yield, and long-term stock performance may be deemed to include “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. Actual results and experience could differ materially from the anticipated results or other expectations expressed or implied by these forward-looking statements as a result of a number of factors, including but not limited to, those discussed in the press release. Factors which could cause actual results and experience to differ from these expectations include changes in interest rates; changes in competitive conditions; the introduction, withdrawal, success and timing of asset/liability management strategies or of mergers and acquisitions and other business initiatives and 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 German American 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

	December 31,
	2005			2004
ASSETS
Cash and Due from Banks	$	27,644		$	23,312
Short-term Investments		5,287			24,354
Investment Securities		189,834			194,994
Loans Held-for-Sale		1,901			3,122
Loans, Net of Unearned Income		651,956			629,793
Allowance for Loan Losses		(9,265	)		(8,801	)
Net Loans		642,691			620,992
Stock in FHLB and Other Restricted Stock		14,095			13,542
Premises and Equipment		20,233			20,231
Goodwill and Other Intangible Assets		6,201			4,172
Other Assets		38,581			37,375
TOTAL ASSETS	$	946,467		$	942,094
LIABILITIES
Non-interest-bearing Demand Deposits	$	130,383		$	123,127
Interest-bearing Demand, Savings, and
Money Market Accounts		307,664			305,341
Time Deposits		308,774			321,915
Total Deposits		746,821			750,383
Borrowings		105,394			95,614
Other Liabilities		11,997			12,428
TOTAL LIABILITIES		864,212			858,425
SHAREHOLDERS' EQUITY
Common Stock and Surplus		74,427			77,715
Retained Earnings		9,391			5,778
Accumulated Other Comprehensive Income / (Loss)		(1,563	)		176
TOTAL SHAREHOLDERS' EQUITY		82,255			83,669
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$	946,467		$	942,094
END OF PERIOD SHARES OUTSTANDING		10,643,514			10,898,241
BOOK VALUE PER SHARE	$	7.73		$	7.68

Consolidated Statements of Income

	Three Months Ended December 31,						Years Ended December 31,
	2005			2004			2005			2004
INTEREST INCOME
Interest and Fees on Loans	$	11,249		$	9,977		$	41,751		$	39,257
Interest on Short-term Investments		122			60			316			129
Interest and Dividends on Investment Securities		2,074			2,052			8,130			8,324
TOTAL INTEREST INCOME		13,445			12,089			50,197			47,710
INTEREST EXPENSE
Interest on Deposits		3,991			2,810			13,389			11,747
Interest on Borrowings		1,196			1,153			4,595			4,724
TOTAL INTEREST EXPENSE		5,187			3,963			17,984			16,471
Net Interest Income		8,258			8,126			32,213			31,239
Provision for Loan Losses		178			487			1,903			2,015
Net Interest Income after
Provision for Loan Losses		8,080			7,639			30,310			29,224
NON-INTEREST INCOME
Net Gain on Sales of Loans and Related Assets		301			152			1,000			975
Net Loss on Securities		—			(3,683	)		—			(3,678	)
Other Non-interest Income		3,207			3,112			13,194			12,323
TOTAL NONINTEREST INCOME		3,508			(419	)		14,194			9,620
NON-INTEREST EXPENSE
Salaries and Benefits		4,919			4,170			18,511			17,814
Other Noninterest Expenses		3,358			2,900			12,937			12,795
TOTAL NONINTEREST EXPENSE		8,277			7,070			31,448			30,609
Income before Income Taxes		3,311			150			13,056			8,235
Income Tax Expense		880			(429	)		3,335			996
NET INCOME	$	2,431		$	579		$	9,721		$	7,239
EARNINGS PER SHARE & DILUTED   EARNINGS PER SHARE	$	0.22		$	0.05		$	0.89		$	0.66
WEIGHTED AVERAGE SHARES OUTSTANDING		11,009,579			10,898,241			10,890,987			10,914,622
DILUTED WEIGHTED AVERAGE   SHARES OUTSTANDING		11,010,866			10,930,708			10,895,655			10,948,131
EARNINGS PERFORMANCE RATIOS
Annualized Return on Average Assets		1.03	%		0.25	%		1.05	%		0.78	%
Annualized Return on Average Equity		11.06	%		2.78	%		11.51	%		8.77	%
Net Interest Margin		3.92	%		3.96	%		3.92	%		3.86	%
Efficiency Ratio(1)		68.70	%		87.20	%		66.00	%		72.00	%
Net Overhead Expense to Average Earning Assets(2)		2.20	%		3.49	%		2.02	%		2.46	%
ASSET QUALITY RATIOS
Annualized Net Charge-offs to Average Loans		0.32	%		0.37	%		0.26	%		0.24	%
Allowance for Loan Losses to Period End Loans								1.42	%		1.40	%
Non-performing Assets to Period End Assets								1.71	%		0.72	%
Non-performing Loans to Period End Loans								2.41	%		1.04	%

⁽¹⁾        Efficiency Ratio is defined as Non-interest Expense divided by the sum of Net Interest Income, on a tax equivalent basis, and Non-interest Income.
⁽²⁾        Net Overhead Expense is defined as Total Non-interest Income less Total Non-interest Expense.