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

May 3, 2007

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 May 3, 2007, German American Bancorp, Inc. (the "Company" or "German American"), issued a press release announcing its results for the fiscal quarter ended March 31, 2007, and making other disclosures. The press release (including the accompanying unaudited consolidated financial statements and other financial 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.

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 May 20, 2007 to shareholders of record as of May 10, 2007.

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

Exhibits

99 Press release issued by the Company on May 3, 2007. 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, INC.

By: /s/ Mark A. Schroeder_____________

Mark A. Schroeder, President and

Chief Executive Officer

Dated: May 7, 2007

EXHIBIT INDEX

99 Press release issued by the Company on May 3, 2007. 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 6

May 3, 2007                       GERMAN AMERICAN BANCORP, INC. REPORTS 1^st QUARTER OPERATING RESULTS

German American Bancorp, Inc., Jasper, Indiana, (NASDAQ: GABC) reported today 1^st quarter 2007 earnings of $1,479,000, or $0.13 per share.  

“Our reported results for the 1^st quarter of 2007 certainly require looking behind the numbers to determine the strength of our operating results”, noted Mark Schroeder, President & CEO of German American Bancorp, Inc. “Our reported earnings include the impact of several events which while having an adverse effect on the 1^st quarter results, positions the Company very well in terms of future performance potential.”

Schroeder continued, “We strongly believe that, driven by what is now a clean loan portfolio, strong loan and balance sheet growth, continued revenue growth, and market expansion opportunities from our new banking office in the economically vibrant Bloomington, Indiana market, German American is poised to continue its recent trend of strong financial performance in the coming quarters.”

The comparison of the Company’s 1^st quarter 2007 results, with that of the prior year’s same period earnings of $2,563,000 or $0.23 per share, were significantly affected by the costs associated with the previously reported resolution of a non-performing hotel facilities credit. Late in the 1^st quarter, the Company gained control of the facilities which were subsequently sold on April 20, 2007. These credit-related costs included increased provision for loan losses of $1.3 million in direct charges related to the valuation of the properties, an additional $160,000 in indirect provision charges due to the impact on the Company’s historical loss ratios and resulting reserve levels, and collection costs of $110,000. In total, the after-tax cost during the 1^st quarter associated with the resolution of this matter was $948,000.   

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 6

The 1^st quarter 2007 results also included the start-up costs associated with the opening of the Company’s new Bloomington, Indiana banking office on February 1, 2007. These start-up expenses totaled approximately $200,000 during the 1^st quarter. Further, the Company’s contingency commission income within its insurance operations recorded in the 1^st quarter of the current year was $30,000, compared to the $271,000 recorded in the 1^st quarter of last year. Total insurance revenues increased $83,000 from 2006 to 2007, despite the aforementioned decrease in contingency commission income.

Positively impacting the 1^st quarter results was a $499,000 increase in net interest income as compared to the Company’s level of net interest income in the same period last year. This net interest income increase was driven by a 15% increase in the average loans outstanding during the 3 month period ending on March 31, 2007, compared with the same period of the prior year.

The Company’s 2007 1^st quarter results are also reflective of the operating results of the acquisition of Keach & Grove Insurance based in Bedford, Indiana as of October 1, 2006.

The Company also announced that its Board of Directors declared a regular quarterly cash dividend of $0.14 per share which will be payable on May 20, 2007 to shareholders of record as of May 10, 2007.

*****

German American Bancorp, Inc. is a financial services holding company based in Jasper, Indiana. The Company’s Common Stock is traded on NASDAQ’s Global Select Market System under the symbol GABC.  The principal subsidiary of German American Bancorp, Inc., is its banking subsidiary, German American Bancorp which operates through six community banking affiliates with 30 retail banking offices in the ten contiguous Southern Indiana counties of Daviess, Dubois, Gibson, Knox, Lawrence, Martin, Monroe, Perry, Pike, and Spencer. German American Bancorp owns a trust, brokerage and financial planning subsidiary which operates from its banking offices and a full line property and casualty insurance agency with six insurance agency offices throughout its market area.

*****

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 6

Forward-Looking Statements

German American’s statements in this press release regarding its outlook for its future financial performance (including potential loan, balance sheet and revenue growth, its loan portfolio quality, and market expansion opportunities associated with its new Bloomington, Indiana, office) 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. 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 locally, 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.

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 4 of 6

GERMAN AMERICAN BANCORP, INC.

(unaudited, dollars in thousands except per share data)

Consolidated Balance Sheets
	March 31,
	2007			2006
ASSETS
Cash and Due from Banks	$	21,175		$	29,067
Short-term Investments		3,394			26,662
Investment Securities		173,192			202,580
Loans Held-for-Sale		2,009			2,186
Loans, Net of Unearned Income		810,789			683,330
Allowance for Loan Losses		(7,620	)		(9,721	)
Net Loans		803,169			673,609
Stock in FHLB and Other Restricted Stock		10,621			14,483
Premises and Equipment		23,873			22,422
Goodwill and Other Intangible Assets		14,356			13,014
Other Assets		39,248			41,093
TOTAL ASSETS	$	1,091,037		$	1,025,116
LIABILITIES
Non-interest-bearing Demand Deposits	$	138,709		$	137,603
Interest-bearing Demand, Savings, and
Money Market Accounts		315,820			314,523
Time Deposits		426,800			355,448
Total Deposits		881,329			807,574
Borrowings		103,395			117,468
Other Liabilities		13,707			12,207
TOTAL LIABILITIES		998,431			937,249
SHAREHOLDERS' EQUITY
Common Stock and Surplus		79,300			79,065
Retained Earnings		13,387			10,415
Accumulated Other Comprehensive Loss		(81	)		(1,613	)
TOTAL SHAREHOLDERS' EQUITY		92,606			87,867
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY	$	1,091,037		$	1,025,116
END OF PERIOD SHARES OUTSTANDING		11,029,612			11,006,904
BOOK VALUE PER SHARE	$	8.40		$	7.98

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 5 of 6

GERMAN AMERICAN BANCORP, INC.

(unaudited, dollars in thousands except per share data)

Consolidated Statements of Income
	Three Months Ended
	March 31,
	2007		2006
INTEREST INCOME
Interest and Fees on Loans	$	15,067	$	12,382
Interest on Short-term Investments		120		126
Interest and Dividends on Investment Securities		2,142		2,240
TOTAL INTEREST INCOME		17,329		14,748
INTEREST EXPENSE
Interest on Deposits		6,430		4,482
Interest on Borrowings		1,524		1,390
TOTAL INTEREST EXPENSE		7,954		5,872
NET INTEREST INCOME		9,375		8,876
Provision for Loan Losses		1,928		290
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		7,447		8,586
NON-INTEREST INCOME
Net Gain on Sales of Loans and Related Assets		178		213
Net Gain / (Loss) on Securities		-		-
Other Non-interest Income		3,732		3,583
TOTAL NON-INTEREST INCOME		3,910		3,796
NON-INTEREST EXPENSE
Salaries and Benefits		5,503		5,184
Other Non-interest Expenses		3,931		3,621
TOTAL NON-INTEREST EXPENSE		9,434		8,805
Income before Income Taxes		1,923		3,577
Income Tax Expense		444		1,014
NET INCOME	$	1,479	$	2,563
EARNINGS PER SHARE & DILUTED EARNINGS PER SHARE	$	0.13	$	0.23
WEIGHTED AVERAGE SHARES OUTSTANDING		11,008,562		10,993,232
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		11,016,930		10,996,058

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 6 of 6

GERMAN AMERICAN BANCORP, INC.
(unaudited, dollars in thousands except per share data)
	Three Months Ended
	March 31
	2007			2006
EARNINGS PERFORMANCE RATIOS
Annualized Return on Average Assets		0.54	%		1.02	%
Annualized Return on Average Equity		6.37	%		11.69	%
Net Interest Margin		3.86	%		4.03	%
Efficiency Ratio (1)		70.08	%		67.96	%
Net Overhead Expense to Average Earning Assets (2)		2.21	%		2.18	%
ASSET QUALITY RATIOS
Annualized Net Charge-offs to Average Loans		0.72	%		0.18	%
Allowance for Loan Losses to Period End Loans		0.94	%		1.42	%
Non-performing Assets to Period End Assets		0.83	%		1.56	%
Non-performing Loans to Period End Loans		0.75	%		2.17	%
SELECTED BALANCE SHEET & OTHER FINANCIAL DATA
Average Assets	$	1,090,037		$	1,004,556
Average Earning Assets	$	998,195		$	916,982
Average Total Loans	$	799,238		$	692,844
Average Demand Deposits	$	133,499		$	132,713
Average Interest Bearing Liabilities	$	850,386		$	770,549
Average Equity	$	92,808		$	87,685
Period End Non-performing Assets (3)	$	9,102		$	15,942
Period End Non-performing Loans (4)	$	6,114		$	14,816
Tax Equivalent Net Interest Income	$	9,552		$	9,160
Net Charge-offs during Period	$	1,437		$	318

(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 Expense less Total Non-interest Income.
(3)	Non-performing assets are defined as Non-accrual Loans, Loans Past Due 90 days or more, Restructured Loans, and Other Real Estate Owned.
(4)	Non-performing loans are defined as Non-accrual Loans, Loans Past Due 90 days or more, and Restructured Loans.