8-K

FORM 8-k

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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


Date of Report (Date of Earliest event reported):
July 29, 1999



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




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



711 Main Street, Jasper, Indiana 47546
(Address of Principal Executive Offices)



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



NA
(Former Name and Former Address, if changed since last report)




Item 5. Other Events


     The Registrant on July 29, 1999 announced a stock repurchase program.  This
program is more  completely  described in the press release which is attached as
Exhibit 99 and incorporated herein by reference.


Exhibit No. Description

     99 Press Release issued by the Registrant on July 29, 1999.



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 thereunto duly authorized.


                                              GERMAN AMERICAN BANCORP

Date:      August 9, 1999                     By/s/Mark A. Schroeder
           --------------------               ----------------------------
                                              Mark A. Schroeder
                                              President and CEO

EX-99.1

EXHIBIT 99





JASPER, INDIANA, JULY 29, 1999         GERMAN AMERICAN BANCORP ANNOUNCES STOCK
                                       REPURCHASE PROGRAM, QUARTERLY CASH
                                       DIVIDEND, AND SECOND QUARTER EARNINGS


German American Bancorp announced today that its Board of Directors has approved
a stock repurchase program for up to 425,000 of the outstanding Common Shares of
the Company,  representing nearly five percent of its outstanding shares. Shares
may be  purchased  from  time to time in the  open  market  and in  large  block
privately negotiated  transactions.  The Company intends to commence bidding for
shares on August 2, 1999 and to  conclude  bids and  purchases  (even if not all
shares authorized under the program have been repurchased) by December 14, 1999.

Mark A. Schroeder,  President and Chief Executive Officer of the Company,  said,
"We believe that the repurchase of our shares represents an excellent investment
for the Company. Our strong earnings in recent years and the resulting growth in
retained earnings have produced capital in excess of our  requirements.  Through
stock  repurchases,  German  American  will be able to achieve a more  effective
capital position. Based on our current share market price, interest rates earned
on the Company's  excess capital and the Company's  level of earnings per share,
the Company's  prospective earnings per share should also increase to the extent
our number of shares outstanding is materially reduced by this program.  We view
the systematic repurchase of shares as an investment in our future."

The  Company  intends  to use the  repurchased  shares  principally  to fund the
Company's 5% annual stock  dividend  that has been paid in December of each year
since 1995,  if and when such future  dividends  are  declared  and issued.  The
Company may also use the  repurchased  shares for the  Company's  stock  option,
stock  purchase,  and  dividend  reinvestment  plans and for  general  corporate
purposes.

In other action,  the Board of Directors  also  declared the  Company's  regular
second quarter cash dividend of $0.13 per share. The dividend will be paid on or
before August 20, 1999 to shareholders of record as of August 10, 1999.

The  Company  again  achieved  a record  level of  earnings  and  assets in 1999
following similar record results posted for the same periods in 1998. Net income
for the six months ended June 30, 1999 was $4,506,000 or $0.51 per share,  while
total assets grew to $931 million. Net income for the second quarter of 1999 was
also a record, at $2,283,000 or $0.26 per share.




Loans  outstanding  at June 30, 1999 were up 7.5% from one year ago, and grew an
annualized  12% from the first  quarter  of 1999.  Net  revenue  (the sum of net
interest  income and total  noninterest  income) for the year to date ended June
30, 1999 increased by $1.4 million or 8.2% to $9,562,000 from the same period in
1998.  The Company's  full-service  insurance  operation,  which  includes three
acquisitions  in 1999,  contributed  significantly  to a 34% increase in year to
date non-interest  income,  compared to 1998 results. The Company also continued
its historic focus on operating control.  Consolidated year to date net overhead
was 1.94% of average assets and its banking operations maintained its efficiency
ratio at 59%.

German  American  Bancorp  operates 5 affiliate  community banks with 25 banking
offices  in the eight  contiguous  Southwestern  Indiana  counties  of  Daviess,
Dubois,  Gibson, Knox, Martin,  Perry, Pike, and Spencer. The Company's lines of
business also include mortgage  banking,  title  insurance,  and a full range of
personal and corporate property and casualty insurance products. German American
Bancorp is based in Jasper,  Indiana and is traded on NASDAQ's  National  Market
System  under the symbol  GABC.  The Company  currently  has  approximately  8.8
million  shares  outstanding.  Its stock  closed at $17.75 per share on July 28,
1999.

This press release may contain  "forward-looking  statements"  as defined in the
Private  Securities   Litigation  Reform  Act  of  1995.  With  regard  to  such
statements,  a variety of factors  could cause the Company's  actual  results to
differ  from  those  described  herein,  including  general  and local  economic
conditions,  interest rate changes,  risks associated with acquisitions,  credit
risks, regulatory risks and competition.