=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
=====================================================================
<TABLE>
<CAPTION>
<S>                                                                   <C>
GERMAN AMERICAN BANCORP
(Exact Name of Registrant as Specified in Its Charter)

Indiana                                                               35-1547518
(State or Other Jurisdiction                                          (I.R.S. Employer
of Incorporation or Organization)                                     Identification Number)

711 Main Street, Box 810
Jasper, Indiana 47546-3042
(Address of Principal Executive Offices)

THE DOTY AGENCY, INC. 401(K) PLAN
(Full Title of the Plan)

                                                                      Copy to:
Mark A. Schroeder                                                     Mark B. Barnes
President and Chief Executive Officer                                 Ice Miller Donadio & Ryan
711 Main Street, Box 810                                              One American Square, Box 82001
Jasper, Indiana 47546-3042                                            Indianapolis, Indiana 46282-0002
(812) 482-1314                                                        (317) 236-2100
(Name, address and telephone number,
including area code, of Agent for Service)
----------------------------
</TABLE>

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S>                          <C>                  <C>                    <C>                        <C>
                                                  Proposed Maximum       Proposed Maximum
Title of Securities to       Amount to be         Offering Price Per     Aggregate Offering         Amount of
be Registered                Registered (1)       Share (2)              Price (2)                  Registration Fee

Common Shares, no par        10,000 shares        $17.50                 $175,000                   $48.65
value

<FN>

(1)  Represents  the  estimated  maximum  amount  that will be offered  and sold
     during the next three years pursuant to the Plan. In addition, pursuance to
     Rule 416(c) under the Securities Act of 1933, as amended, this Registration
     Statement  also covers an  indeterminate  amount of interests to be offered
     and sold pursuant to the Plan.

(2)  Estimated  solely for purposes of determining the  registration fee in with
     Rule 457(h) under the Securities  Act of 1933, as amended,  on the basis of
     $17.50  per  share,  the  average  of  the  high  and  low  prices  of  the
     Registrant's  Common  Shares as reported on the Nasdaq  National  Market on
     June 28, 1999.
</FN>
</TABLE>


<PAGE>


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information required by Part I, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended,  and the introductory  Note to
Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information about the German American Bancorp plans that are covered
by this  Registration  Statement are available  without charge by contacting the
Company's Shareholder Relations Officer at (812) 482-1314.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents of German American Bancorp (the "Registrant") filed
with the  Securities  and  Exchange  Commission  (the  "Commission")  are hereby
incorporated by reference in this Registration Statement:

     (a)(1)  Annual  Report  on  Form  10-K of the  Registrant  filed  with  the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1998.

     (b)(1)  Quarterly  Report on Form 10-Q for the  Registrant  filed  with the
Commission  pursuant to the Exchange Act, for the  Registrant's  fiscal  quarter
ended March 31, 1999.

     (c)(1) The  description  of the Common  Stock of the  Registrant  contained
under  the  caption  "Description  of German  American  Capital  Stock"  that is
included  on pages 106  through  110 of the  Prospectus/Proxy  Statement  of the
Registrant  included  in  Pre-Effective  Amendment  No.  4 to  the  Registrant's
Registration  Statement on Form S-4  (Registration No. 333-46913) filed with the
Commission on May 11, 1998.

     All documents  subsequently  filed by the Registrant or by The Doty Agency,
Inc. 401(k) Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act,  prior to the filing of a  post-effective  amendment  to this  Registration
Statement  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  herein and to be part hereof from the date of filing
of such documents.


<PAGE>

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Under the IBCL and Article IV of German American's Restated Bylaws,  German
American's  officers,  directors,  and employees are entitled to indemnification
against all liability  and expense with respect to any civil or criminal  claim,
action, suit or proceeding in which they are wholly successful.  If they are not
wholly  successful  and even if they are  adjudged  liable or  guilty,  they are
entitled to indemnification if it is determined, with respect to a civil action,
by disinterested  directors,  a special legal counsel, or a majority vote of the
shares of German  American's  voting stock held by  disinterested  shareholders,
that they acted in good faith in what they  reasonably  believed  to be the best
interests of German American.  With respect to any criminal action, it must also
be  determined  that  they had no  reasonable  cause to  believe  their  conduct
unlawful.

     Under the Indiana  Business  Corporation Law, a director of German American
cannot be held liable for actions that do not  constitute  wilful  misconduct or
recklessness.  The Articles of  Incorporation  of German  American  provide that
directors of German  American  shall be immune from  personal  liability for any
action  taken as a director,  or any failure to take any action,  to the fullest
extent   permitted  by  the  applicable   provisions  of  the  Indiana  Business
Corporation  Law  from  time to time in  effect  and by  general  principles  of
corporate  law.  In  addition,  a director  of German  American  against  whom a
shareholders'  derivative  suit  has  been  filed  cannot  be held  liable  if a
committee  of  disinterested  directors of German  American,  after a good faith
investigation,  determines either that the shareholder has no right or remedy or
that pursuit of that right or remedy will not serve the best interests of German
American.

     At present,  there are no claims,  actions,  suits or  proceedings  pending
where  indemnification  would be required under the above,  and German  American
does not know of any threatened claims,  actions, suits or proceedings which may
result  in a  request  for  such  indemnification.

     In  addition,  officers and  directors  of German  American are entitled to
indemnification  under an insurance  policy of German American for  expenditures
incurred by them in  connection  with certain acts in their  capacities as such,
and providing  reimbursement to German American for expenditures in indemnifying
such  directors and officers for such acts. The maximum  aggregate  coverage for
German  American and insured  individuals  is $3,000,000  for claims made during
each policy year,  with the policies  subject to  self-retention  and deductible
provisions.


<PAGE>

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith:

<TABLE>
<CAPTION>
<S>               <C>
Exhibit No.       Description
-----------       -----------

4.1               Restated  Articles of  Incorporation  of Registrant as amended
                  April 23, 1998 (incorporated  herein by reference to Exhibit 3
                  to the  Registrant's  Quarterly  Report  on Form  10-Q for the
                  fiscal quarter ended June 30, 1998).

4.2               Restated  By-laws  of  Registrant  as  amended August 14, 1990
                  (incorporated  herein  by  reference  to  Exhibit  3.2  to the
                  Registrant's Annual  Report  on  Form 10-K for the fiscal year
                  ended December 31, 1995).

23.1              Consent of Crowe, Chizek and Company LLP.

23.2              Consent of Gaither Rutherford & Company.

24.1              Power of Attorney (included above signatures).
</TABLE>

     No opinion of counsel is  required  by Item  601(b)(5)  of  Regulation  S-K
because:

          (a) The Common  Shares to be offered  pursuant to the Plan will not be
     original issuance securities.

          (b) The Registrant  undertakes  that it will submit in a timely manner
     the Plan to the Internal  Revenue Service ("IRS") and will make any and all
     changes  required by the IRS in order to qualify the Plan under Section 401
     of the Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933.


<PAGE>

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  registration  statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     registration statement.

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement.

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. To remove from  registration by means of a post effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.



<PAGE>


SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Jasper, Indiana, on this 24th day of June, 1999.

                                     GERMAN AMERICAN BANCORP


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


POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature  appears below constitutes and appoints Mark A.
Schroeder  and  Richard  E.  Trent,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.

<TABLE>
<CAPTION>
<S>                                              <C>
Date                                             Signature and Title
----                                             -------------------


                                                 /s/ Mark A. Schroeder
Date:   June 24, 1999                            -----------------------------------------
                                                 Mark A. Schroeder, President and Director
                                                 (Chief Executive Officer)


                                                 /s/ George W. Astrike
Date:   June 24, 1999                            -----------------------------------------
                                                 George W. Astrike, Director


                                                 /s/ David G. Buehler
Date:   June 29, 1999                            -----------------------------------------
                                                 David G. Buehler, Director



<PAGE>


Date:   June __, 1999                            -----------------------------------------
                                                 David B. Graham, Director


                                                 /s/ William R. Hoffman
Date:   June 24, 1999                            -----------------------------------------
                                                 William R. Hoffman, Director



Date:   June __, 1999                            -----------------------------------------
                                                 Michael B. Lett, Director


                                                 /s/ James C. McCormick
Date:    June 24, 1999                           -----------------------------------------
                                                 James C. McCormick, Director


                                                 /s/ Gene C. Mehne
Date:   June 24, 1999                            -----------------------------------------
                                                 Gene C. Mehne, Director


                                                 /s/ A. W. Place Jr.
Date:   June 24, 1999                            -----------------------------------------
                                                 A. W. Place Jr., Director



Date:   June __, 1999                            -----------------------------------------
                                                 Robert L. Ruckriegel, Director


                                                 /s/ Larry J. Seger
Date:   June 24, 1999                            -----------------------------------------
                                                 Larry J. Seger, Director


                                                 /s/ Joseph F. Steurer
Date:   June 24, 1999                            -----------------------------------------
                                                 Joseph F. Steurer, Director



Date:   June __, 1999                            -----------------------------------------
                                                 C.L. Thompson, Director


                                                 /s/ Michael J. Voyles
Date:   June 24, 1999                            -----------------------------------------
                                                 Michael J. Voyles, Director
<PAGE>


                                                 /s/ Richard E. Trent
Date:   June 24, 1999                            -----------------------------------------
                                                 Richard E. Trent, Senior Vice President
                                                 (Chief Financial Officer)


                                                 /s/ John M. Gutgsell
Date:   June 24, 1999                            -----------------------------------------
                                                 John M. Gutgsell, Vice President
                                                 (Principal Accounting Officer)
</TABLE>

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Trustee of The Doty Agency,  Inc. 401(k) Plan, has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Jasper, Indiana, on this 29th day of June, 1999.

                         THE DOTY AGENCY, INC 401(K) PLAN
                         GERMAN AMERICAN BANK, TRUSTEE


                         By: /s/ Norman E. Kempf
                            ----------------------------------------
                             Norman E. Kempf, Vice President and Trust Officer
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20639}]
{"company-data": {"conformed-name": "GERMAN AMERICAN BANCORP", "cik": "0000714395", "assigned-sic": "6022", "irs-number": "351547518", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81837", "film-number": "99655361"}, "business-address": {"street1": "711 MAIN ST", "street2": "P O BOX 810", "city": "JASPER", "state": "IN", "zip": "47546", "phone": "8124821314"}, "mail-address": {"street1": "711 MAIN STREET", "city": "JASPER", "state": "IN", "zip": "47546"}, "former-company": {"former-conformed-name": "GAB BANCORP", "date-changed": "19950510"}}
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
=====================================================================
GERMAN AMERICAN BANCORP
(Exact Name of Registrant as Specified in Its Charter)

Indiana                                                               35-1547518
(State or Other Jurisdiction                                          (I.R.S. Employer
of Incorporation or Organization)                                     Identification Number)

711 Main Street, Box 810
Jasper, Indiana 47546-3042
(Address of Principal Executive Offices)

THE DOTY AGENCY, INC. 401(K) PLAN
(Full Title of the Plan)

                                                                      Copy to:
Mark A. Schroeder                                                     Mark B. Barnes
President and Chief Executive Officer                                 Ice Miller Donadio & Ryan
711 Main Street, Box 810                                              One American Square, Box 82001
Jasper, Indiana 47546-3042                                            Indianapolis, Indiana 46282-0002
(812) 482-1314                                                        (317) 236-2100
(Name, address and telephone number,
including area code, of Agent for Service)
----------------------------
CALCULATION OF REGISTRATION FEE
Proposed Maximum       Proposed Maximum
Title of Securities to       Amount to be         Offering Price Per     Aggregate Offering         Amount of
be Registered                Registered (1)       Share (2)              Price (2)                  Registration Fee

Common Shares, no par        10,000 shares        $17.50                 $175,000                   $48.65
value
(1)  Represents  the  estimated  maximum  amount  that will be offered  and sold
     during the next three years pursuant to the Plan. In addition, pursuance to
     Rule 416(c) under the Securities Act of 1933, as amended, this Registration
     Statement  also covers an  indeterminate  amount of interests to be offered
     and sold pursuant to the Plan.

(2)  Estimated  solely for purposes of determining the  registration fee in with
     Rule 457(h) under the Securities  Act of 1933, as amended,  on the basis of
     $17.50  per  share,  the  average  of  the  high  and  low  prices  of  the
     Registrant's  Common  Shares as reported on the Nasdaq  National  Market on
     June 28, 1999.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information required by Part I, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended,  and the introductory  Note to
Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Upon  written  or  oral  request,  any of  the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information about the German American Bancorp plans that are covered
by this  Registration  Statement are available  without charge by contacting the
Company's Shareholder Relations Officer at (812) 482-1314.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents of German American Bancorp (the "Registrant") filed
with the  Securities  and  Exchange  Commission  (the  "Commission")  are hereby
incorporated by reference in this Registration Statement:

     (a)(1)  Annual  Report  on  Form  10-K of the  Registrant  filed  with  the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1998.

     (b)(1)  Quarterly  Report on Form 10-Q for the  Registrant  filed  with the
Commission  pursuant to the Exchange Act, for the  Registrant's  fiscal  quarter
ended March 31, 1999.

     (c)(1) The  description  of the Common  Stock of the  Registrant  contained
under  the  caption  "Description  of German  American  Capital  Stock"  that is
included  on pages 106  through  110 of the  Prospectus/Proxy  Statement  of the
Registrant  included  in  Pre-Effective  Amendment  No.  4 to  the  Registrant's
Registration  Statement on Form S-4  (Registration No. 333-46913) filed with the
Commission on May 11, 1998.

     All documents  subsequently  filed by the Registrant or by The Doty Agency,
Inc. 401(k) Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act,  prior to the filing of a  post-effective  amendment  to this  Registration
Statement  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  herein and to be part hereof from the date of filing
of such documents.
Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or is deemed to be  incorporated  by reference  herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Under the IBCL and Article IV of German American's Restated Bylaws,  German
American's  officers,  directors,  and employees are entitled to indemnification
against all liability  and expense with respect to any civil or criminal  claim,
action, suit or proceeding in which they are wholly successful.  If they are not
wholly  successful  and even if they are  adjudged  liable or  guilty,  they are
entitled to indemnification if it is determined, with respect to a civil action,
by disinterested  directors,  a special legal counsel, or a majority vote of the
shares of German  American's  voting stock held by  disinterested  shareholders,
that they acted in good faith in what they  reasonably  believed  to be the best
interests of German American.  With respect to any criminal action, it must also
be  determined  that  they had no  reasonable  cause to  believe  their  conduct
unlawful.

     Under the Indiana  Business  Corporation Law, a director of German American
cannot be held liable for actions that do not  constitute  wilful  misconduct or
recklessness.  The Articles of  Incorporation  of German  American  provide that
directors of German  American  shall be immune from  personal  liability for any
action  taken as a director,  or any failure to take any action,  to the fullest
extent   permitted  by  the  applicable   provisions  of  the  Indiana  Business
Corporation  Law  from  time to time in  effect  and by  general  principles  of
corporate  law.  In  addition,  a director  of German  American  against  whom a
shareholders'  derivative  suit  has  been  filed  cannot  be held  liable  if a
committee  of  disinterested  directors of German  American,  after a good faith
investigation,  determines either that the shareholder has no right or remedy or
that pursuit of that right or remedy will not serve the best interests of German
American.

     At present,  there are no claims,  actions,  suits or  proceedings  pending
where  indemnification  would be required under the above,  and German  American
does not know of any threatened claims,  actions, suits or proceedings which may
result  in a  request  for  such  indemnification.

     In  addition,  officers and  directors  of German  American are entitled to
indemnification  under an insurance  policy of German American for  expenditures
incurred by them in  connection  with certain acts in their  capacities as such,
and providing  reimbursement to German American for expenditures in indemnifying
such  directors and officers for such acts. The maximum  aggregate  coverage for
German  American and insured  individuals  is $3,000,000  for claims made during
each policy year,  with the policies  subject to  self-retention  and deductible
provisions.
Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith:
Exhibit No.       Description
-----------       -----------

4.1               Restated  Articles of  Incorporation  of Registrant as amended
                  April 23, 1998 (incorporated  herein by reference to Exhibit 3
                  to the  Registrant's  Quarterly  Report  on Form  10-Q for the
                  fiscal quarter ended June 30, 1998).

4.2               Restated  By-laws  of  Registrant  as  amended August 14, 1990
                  (incorporated  herein  by  reference  to  Exhibit  3.2  to the
                  Registrant's Annual  Report  on  Form 10-K for the fiscal year
                  ended December 31, 1995).

23.1              Consent of Crowe, Chizek and Company LLP.

23.2              Consent of Gaither Rutherford & Company.

24.1              Power of Attorney (included above signatures).
No opinion of counsel is  required  by Item  601(b)(5)  of  Regulation  S-K
because:

          (a) The Common  Shares to be offered  pursuant to the Plan will not be
     original issuance securities.

          (b) The Registrant  undertakes  that it will submit in a timely manner
     the Plan to the Internal  Revenue Service ("IRS") and will make any and all
     changes  required by the IRS in order to qualify the Plan under Section 401
     of the Internal Revenue Code of 1986, as amended.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933.
(ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of this  registration  statement  (or the most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in the  information  set  forth  in this
     registration statement.

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement.

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the registration statement.

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. To remove from  registration by means of a post effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities  Exchange Act of 1934 (and, where applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of counsel  the matter has been  settled by  controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Jasper, Indiana, on this 24th day of June, 1999.

                                     GERMAN AMERICAN BANCORP

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

POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature  appears below constitutes and appoints Mark A.
Schroeder  and  Richard  E.  Trent,  and  each of  them,  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.
Date                                             Signature and Title
----                                             -------------------

                                                 /s/ Mark A. Schroeder
Date:   June 24, 1999                            -----------------------------------------
                                                 Mark A. Schroeder, President and Director
                                                 (Chief Executive Officer)

                                                 /s/ George W. Astrike
Date:   June 24, 1999                            -----------------------------------------
                                                 George W. Astrike, Director

                                                 /s/ David G. Buehler
Date:   June 29, 1999                            -----------------------------------------
                                                 David G. Buehler, Director
Date:   June __, 1999                            -----------------------------------------
                                                 David B. Graham, Director

                                                 /s/ William R. Hoffman
Date:   June 24, 1999                            -----------------------------------------
                                                 William R. Hoffman, Director

Date:   June __, 1999                            -----------------------------------------
                                                 Michael B. Lett, Director

                                                 /s/ James C. McCormick
Date:    June 24, 1999                           -----------------------------------------
                                                 James C. McCormick, Director

                                                 /s/ Gene C. Mehne
Date:   June 24, 1999                            -----------------------------------------
                                                 Gene C. Mehne, Director

                                                 /s/ A. W. Place Jr.
Date:   June 24, 1999                            -----------------------------------------
                                                 A. W. Place Jr., Director

Date:   June __, 1999                            -----------------------------------------
                                                 Robert L. Ruckriegel, Director

                                                 /s/ Larry J. Seger
Date:   June 24, 1999                            -----------------------------------------
                                                 Larry J. Seger, Director

                                                 /s/ Joseph F. Steurer
Date:   June 24, 1999                            -----------------------------------------
                                                 Joseph F. Steurer, Director

Date:   June __, 1999                            -----------------------------------------
                                                 C.L. Thompson, Director

                                                 /s/ Michael J. Voyles
Date:   June 24, 1999                            -----------------------------------------
                                                 Michael J. Voyles, Director
/s/ Richard E. Trent
Date:   June 24, 1999                            -----------------------------------------
                                                 Richard E. Trent, Senior Vice President
                                                 (Chief Financial Officer)

                                                 /s/ John M. Gutgsell
Date:   June 24, 1999                            -----------------------------------------
                                                 John M. Gutgsell, Vice President
                                                 (Principal Accounting Officer)
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
Trustee of The Doty Agency,  Inc. 401(k) Plan, has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Jasper, Indiana, on this 29th day of June, 1999.

                         THE DOTY AGENCY, INC 401(K) PLAN
                         GERMAN AMERICAN BANK, TRUSTEE

                         By: /s/ Norman E. Kempf
                            ----------------------------------------
                             Norman E. Kempf, Vice President and Trust Officer