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

August 1, 2006

Date of Report (Date of earliest event reported)

GERMAN AMERICAN BANCORP, INC.

(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 August 1, 2006, German American Bancorp, Inc. (the "Company" or "German American"), issued a press release announcing its results for the fiscal quarter and six months ended June 30, 2006, 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 August 20, 2006 to shareholders of record as of August 10, 2006.

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

Exhibits

99 Press release issued by the Company on August 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.

GEMAN AMERICAN BANCORP, INC.

By:  /s/ Mark A. Schroeder

Mark A. Schroeder, President and
Chief Executive Officer

Dated: August 1, 2006

EXHIBIT INDEX

99 Press release issued by the Company on August 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, INC.

NEWS RELEASE

For additional information, contact:

Mark A Schroeder, President/CEO of German American Bancorp, Inc.

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

(812) 482-1314

Page 1 of 3

August 1, 2006 GERMAN AMERICAN BANCORP, INC. REPORTS INCREASED SECOND QUARTER AND RECORD YEAR-TO-DATE EARNINGS

German American Bancorp, Inc., Jasper, Indiana, (NASDAQ: GABC) today reported increased second quarter earnings and record year-to-date 2006 earnings in terms of both net income and earnings per share. The Company’s second quarter 2006 net income was $2,488,000, or $0.23 per share, compared to $2,408,000, or $0.22 per share during the second quarter of last year. On a year-to-date basis, 2006 earnings were $5,051,000, or $0.46 per share, which represents the highest level of six months earnings recorded in the Company’s history. 2006 earnings increased by approximately 5% from 2005 reported net income and earnings per share which were $4,819,000 and $0.44 per share, respectively.

Contributing to the Company’s solid second quarter earnings were a $923,000 increase in the level of net interest income and additional non-interest income of $171,000, as well as a significant reduction totaling $637,000 in the provision for loan loss related to improvements in the quality of the Company’s loan portfolio. An offsetting factor to these positive earnings contributors of $1,731,000 was a $1,406,000 increase of non-interest related operating expenses.

On a year-to-date basis, the Company’s strong 2006 financial results were reflective of a similar comparison with net interest income increasing by $1,800,000, an improvement of non-interest income of $224,000, and a reduced level of provision for loan losses of $829,000. Partially offsetting these $2,853,000 of year-to-date earnings enhancements, non-interest related operating expenses were $2,171,000 higher in 2006 relative to that recorded during the first six months of 2005.

The Company’s 2006 second quarter and year-to-date financial results are reflective of the operating results of the recent acquisitions of PCB Holding Company and Stone City Bancshares, Inc.

GERMAN AMERICAN BANCORP, INC.

NEWS RELEASE

For additional information, contact:

Mark A Schroeder, President/CEO of German American Bancorp, Inc.

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

(812) 482-1314

Page 2 of 3

“The strong second quarter financial performance marked the sixth consecutive quarter of solid improvement in reported net income and earnings per share relative to the same quarterly period of the prior fiscal year”, stated Mark A. Schroeder, President & Chief Executive Officer. “This impressive trend in improved operating performance is directly attributable to our ability to successfully position the Company to benefit from the recent return to a more normal interest rate and economic environment. We’re extremely pleased with our record level of year-to-date financial performance and are optimistic that our first half results will provide the impetus for strong financial performance throughout the balance of 2006.”

Schroeder continued, “In addition to the strength of our operating results, we are also very well positioned in terms of second quarter balance sheet growth driven by annualized linked-quarter total loan growth of 13%, including annualized commercial loan growth of 19%. Furthermore, our loan pipeline indicates a continuation of strong loan growth potential during the upcoming quarter. This combination of strong financial performance and promising prospects for continued loan growth bodes well in terms of our future performance levels.”

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 August 20, 2006 to shareholders of record as of August 10, 2006.

German American Bancorp, Inc. is a $1 billion 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, INC.

NEWS RELEASE

For additional information, contact:

Mark A Schroeder, President/CEO of German American Bancorp, Inc.

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

(812) 482-1314

Page 3 of 3

Forward-Looking Statements

German American’s statements in this press release regarding financial performance, including loan growth potential and asset quality, 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, INC.
(unaudited, dollars in thousands except per share data)

Consolidated Statements of Income
	June 30,
	2006			2005
ASSETS
Cash and Due from Banks	$	26,149		$	17,996
Short-term Investments		5,424			7,685
Investment Securities		206,218			191,131
Loans Held-for-Sale		2,261			3,038
Loans, Net of Unearned Income		705,787			625,443
Allowance for Loan Losses		(9,019	)		(9,501	)
Net Loans		696,768			615,942
Stock in FHLB and Other Restricted Stock		14,483			13,829
Premises and Equipment		23,124			19,440
Goodwill and Other Intangible Assets		12,710			3,962
Other Assets		37,403			36,204
TOTAL ASSETS	$	1,024,540		$	909,227
LIABILITIES
Non-interest-bearing Demand Deposits	$	126,011		$	120,656
Interest-bearing Demand, Savings, and
Money Market Accounts		320,605			281,123
Time Deposits		358,157			307,819
Total Deposits		804,773			709,598
Borrowings		119,717			104,211
Other Liabilities		11,322			11,729
TOTAL LIABILITIES		935,812			825,538
SHAREHOLDERS' EQUITY
Common Stock and Surplus		79,202			76,490
Retained Earnings		11,362			7,556
Accumulated Other Comprehensive Loss		(1,836	)		(357	)
TOTAL SHAREHOLDERS' EQUITY
		88,728			83,689
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$	1,024,540		$	909,227
END OF PERIOD SHARES OUTSTANDING		11,008,821			10,824,223
BOOK VALUE PER SHARE	$	8.06		$	7.73

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

Consolidated Statements of Income
	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
INTEREST INCOME
Interest and Fees on Loans	$	12,813		$	10,074		$	25,195		$	19,988
Interest on Short-term Investments		136			52			262			139
Interest and Dividends on Investment Securities		2,428			2,046			4,668			4,049
TOTAL INTEREST INCOME		15,377			12,172			30,125			24,176
INTEREST EXPENSE
Interest on Deposits		5,068			3,082			9,550			5,971
Interest on Borrowings		1,411			1,115			2,801			2,231
TOTAL INTEREST EXPENSE		6,479			4,197			12,351			8,202
Net Interest Income		8,898			7,975			17,774			15,974
Provision for Loan Losses		54			691			344			1,173
Net Interest Income after
Provision for Loan Losses		8,844			7,284			17,430			14,801
NON-INTEREST INCOME
Net Gain on Sales of Loans and Related Assets		454			229			667			465
Net Gain/(Loss) on Securities		—			—			—			—
Other Non-interest Income		3,274			3,328			6,755			6,733
TOTAL NON-INTEREST INCOME		3,728			3,557			7,422			7,198
NON-INTEREST EXPENSE
Salaries and Benefits		5,367			4,531			10,551			9,127
Other Non-interest Expenses		3,747			3,177			7,266			6,519
TOTAL NON-INTEREST EXPENSE		9,114			7,708			17,817			15,646
Income before Income Taxes		3,458			3,133			7,035			6,353
Income Tax Expense		970			725			1,984			1,534
NET INCOME	$	2,488		$	2,408		$	5,051		$	4,819
EARNINGS PER SHARE & DILUTED EARNINGS PER SHARE	$	0.23		$	0.22		$	0.46		$	0.44
WEIGHTED AVERAGE SHARES OUTSTANDING		10,993,898			10,832,135			10,993,567			10,863,370
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		11,000,333			10,836,778			11,002,189			10,873,771
EARNINGS PERFORMANCE RATIOS
Annualized Return on Average Assets		0.98	%		1.05	%		1.00	%		1.05	%
Annualized Return on Average Equity		11.36	%		11.74	%		11.53	%		11.56	%
Net Interest Margin		3.99	%		3.93	%		4.01	%		3.93	%
Efficiency Ratio (1)		70.57	%		65.02	%		69.15	%		65.69	%
Net Overhead Expense to Average Earning Assets (2)		2.33	%		1.96	%		2.26	%		1.99	%
ASSET QUALITY RATIOS
Annualized Net Charge-offs to Average Loans		0.44	%		0.10	%		0.31	%		0.15	%
Allowance for Loan Losses to Period End Loans								1.28	%		1.52	%
Non-performing Assets to Period End Assets								1.24	%		1.69	%
Non-performing Loans to Period End Loans								1.66	%		2.42	%

(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.