UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended June 30, 2003.

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from ______________ to ______________.

Commission File Number: 0-11244

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

INDIANA		35-1547518
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 1, 2003

Common Stock,
No par value	10,433,597

GERMAN AMERICAN BANCORP

INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets —
June 30, 2003 and December 31, 2002

Consolidated Statements of Income and Comprehensive Income —
Three and Six months Ended June 30, 2003 and 2002

Consolidated Statements of Cash Flows —
Six months Ended June 30, 2003 and 2002

Notes to Consolidated Financial Statements —
June 30, 2003

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Item 4. Controls and Procedures.

PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

Item 4. Submission of Matters to a Vote of Security Holders

Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

EXHIBIT INDEX

– 2 –

PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements

GERMAN AMERICAN BANCORP
CONSOLIDATED BALANCE SHEETS
(dollars in thousands except per share data)

	June 30, 2003			December 31, 2002
	(unaudited)
ASSETS
Cash and Due from Banks	$	28,275		$	27,627
Federal Funds Sold and Other Short-term Investments		21,349			8,118

Cash and Cash Equivalents		49,624			35,745

Securities Available-for-Sale, at Fair Value		203,568			223,848
Securities Held-to-Maturity, at Cost		18,914			20,833

Loans Held for Sale		3,618			13,138

Total Loans		610,296			612,175
Less: Unearned Income		(1,507	)		(1,434	)
Allowance for Loan Losses		(8,538	)		(8,301	)

Loans, Net		600,251			602,440

Stock in FHLB of Indianapolis and Other Restricted Stock, at cost		12,627			12,462
Premises, Furniture and Equipment, Net		22,049			21,966
Other Real Estate		648			1,812
Goodwill		1,794			1,794
Intangible Assets		417			458
Accrued Interest Receivable and Other Assets		22,728			22,509

TOTAL ASSETS	$	936,238		$	957,005


LIABILITIES
Noninterest-bearing Demand Deposits	$	103,718		$	95,655
Interest-bearing Demand, Savings, and Money Market Accounts		247,862			243,202
Time Deposits ‹ $100,000		298,428			311,489
Time Deposits $100,000 or more and Brokered Deposits		57,487			56,848

Total Deposits		707,495			707,194

FHLB Advances and Other Borrowings		132,184			132,319
Accrued Interest Payable and Other Liabilities		12,978			12,973

TOTAL LIABILITIES		852,657			852,486

SHAREHOLDERS' EQUITY
Common Stock, no par value, $1 stated value;
20,000,000 shares authorized		10,433			11,461
Preferred Stock, $10 par value; 500,000
shares authorized, no shares issued		---			---
Additional Paid-in Capital		59,283			78,836
Retained Earnings		13,174			12,298
Accumulated Other Comprehensive Income (Loss)		691			1,924

TOTAL SHAREHOLDERS' EQUITY		83,581			104,519

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	936,238		$	957,005

End of period shares issued and outstanding		10,433,035			11,460,731

See accompanying notes to consolidated financial statements.

– 3 –

GERMAN AMERICAN BANCORP
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(unaudited, dollars in thousands except per share data)

	Three Months Ended June 30,
	2003			2002
INTEREST INCOME
Interest and Fees on Loans	$	10,641		$	12,277
Interest on Federal Funds Sold and Other Short-term Investments		82			135
Interest and Dividends on Securities:
Taxable		1,247			1,987
Non-taxable		887			1,030

TOTAL INTEREST INCOME		12,857			15,429

INTEREST EXPENSE
Interest on Deposits		3,606			4,721
Interest on FHLB Advances and Other Borrowings		1,916			2,478

TOTAL INTEREST EXPENSE		5,522			7,199


NET INTEREST INCOME		7,335			8,230
Provision for Loan Losses		265			297

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES		7,070			7,933

NON-INTEREST INCOME
Trust and Investment Product Fees		448			361
Service Charges on Deposit Accounts		864			647
Insurance Revenues		807			684
Other Operating Income		(64	)		281
Net Gain on Sales of Loans and Related Assets		769			242
Net Gain / (Loss) on Sales of Securities		---			---

TOTAL NON-INTEREST INCOME		2,824			2,215

NON-INTEREST EXPENSE
Salaries and Employee Benefits		4,419			4,373
Occupancy Expense		600			536
Furniture and Equipment Expense		560			468
Data Processing Fees		280			289
Professional Fees		324			263
Advertising and Promotions		191			189
Supplies		157			154
Other Operating Expenses		984			965

TOTAL NON-INTEREST EXPENSE		7,515			7,237


Income before Income Taxes		2,379			2,911
Income Tax Expense		336			531

NET INCOME	$	2,043		$	2,380


COMPREHENSIVE INCOME	$	1,217		$	4,289


Earnings Per Share	$	0.20		$	0.21
Diluted Earnings Per Share	$	0.20		$	0.21
Dividends Per Share	$	0.14		$	0.13

See accompanying notes to consolidated financial statements.

– 4 –

GERMAN AMERICAN BANCORP
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(unaudited, dollars in thousands except per share data)

	Six Months Ended June 30,
	2003		2002
INTEREST INCOME
Interest and Fees on Loans	$	21,529	$	24,861
Interest on Federal Funds Sold and Other Short-term Investments		138		438
Interest and Dividends on Securities:
Taxable		2,781		3,514
Non-taxable		1,858		2,077

TOTAL INTEREST INCOME		26,306		30,890

INTEREST EXPENSE
Interest on Deposits		7,370		9,687
Interest on FHLB Advances and Other Borrowings		3,816		4,939

TOTAL INTEREST EXPENSE		11,186		14,626


NET INTEREST INCOME		15,120		16,264
Provision for Loan Losses		229		545

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES		14,891		15,719

NON-INTEREST INCOME
Trust and Investment Product Fees		804		691
Service Charges on Deposit Accounts		1,512		1,227
Insurance Revenues		1,600		1,423
Other Operating Income		112		692
Net Gain on Sales of Loans and Related Assets		1,306		623
Net Gain / (Loss) on Sales of Securities		23		---

TOTAL NON-INTEREST INCOME		5,357		4,656

NON-INTEREST EXPENSE
Salaries and Employee Benefits		8,841		8,818
Occupancy Expense		1,217		1,042
Furniture and Equipment Expense		1,111		895
Data Processing Fees		557		551
Professional Fees		609		557
Advertising and Promotions		416		359
Supplies		310		327
Other Operating Expenses		1,777		1,786

TOTAL NON-INTEREST EXPENSE		14,838		14,335


Income before Income Taxes		5,410		6,040
Income Tax Expense		929		1,142

NET INCOME	$	4,481	$	4,898


COMPREHENSIVE INCOME	$	3,248	$	6,436


Earnings Per Share	$	0.41	$	0.43
Diluted Earnings Per Share	$	0.41	$	0.42
Dividends Per Share	$	0.28	$	0.27

See accompanying notes to consolidated financial statements.

– 5 –

GERMAN AMERICAN BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, dollars in thousands)

	Six Months Ended June 30,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	4,481		$	4,898
Adjustments to Reconcile Net Income to Net Cash from Operating Activities:
Net (Accretion)/Amortization on Securities		1,206			639
Depreciation and Amortization		1,282			1,065
Amortization and Impairment of Mortgage Servicing Rights		875			271
Net Change in Loans Held for Sale		10,152			669
Loss on Investment in Limited Partnership		87			23
Provision for Loan Losses		229			545
Loss/(Gain) on Sale of Securities, net		(23	)		---
Loss/(Gain) on Sales of Loans and Related Assets		(1,306	)		(623	)
Loss/(Gain) on Disposition and Impairment of Premises and
Equipment		(4	)		(14	)
Director Stock Awards		304			309
Change in Assets and Liabilities:
Interest Receivable and Other Assets		271			10,083
Interest Payable and Other Liabilities		5			205

Net Cash from Operating Activities		17,559			18,070


CASH FLOWS FROM INVESTING ACTIVITIES
Change in Interest-bearing Balances with Banks		---			299
Proceeds from Maturities of Securities Available-for-Sale		80,014			28,297
Proceeds from Sales of Securities Available-for-Sale		786			134
Purchase of Securities Available-for-Sale		(63,756	)		(76,025	)
Proceeds from Maturities of Securities Held-to-Maturity		1,927			1,414
Purchase of Loans		(3,850	)		(4,701	)
Proceeds from Sales of Loans		633			1,025
Loans Made to Customers, net of Payments Received		5,007			17,571
Proceeds from Sales of Other Real Estate		1,203			797
Property and Equipment Expenditures		(1,324	)		(2,010	)
Proceeds from the Sale of Property and Equipment		4			97

Net Cash from Investing Activities		20,644			(33,102	)


CASH FLOWS FROM FINANCING ACTIVITIES
Change in Deposits		301			(15,432	)
Change in Short-term Borrowings		2,722			(7,110	)

Advances of Long-term Debt		8,000			920
Repayments of Long-term Debt		(10,857	)		(2,599	)
Issuance of Common Stock		20			55
Purchase/Retire Common Stock		(21,447	)		(2,024	)
Dividends Paid		(3,063	)		(3,077	)

Net Cash from Financing Activities		(24,324	)		(29,267	)


Net Change in Cash and Cash Equivalents		13,879			(44,299	)
Cash and Cash Equivalents at Beginning of Year		35,745			99,128

Cash and Cash Equivalents at End of Period	$	49,624		$	54,829

See accompanying notes to consolidated financial statements.

– 6 –

GERMAN AMERICAN BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
(unaudited, dollars in thousands except per share data)

Note 1 — Basis of Presentation

German American Bancorp operates primarily in the banking industry. The accounting and reporting policies of German American Bancorp and its subsidiaries conform to accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the periods reported have been included in the accompanying unaudited consolidated financial statements, and all such adjustments are of a normal recurring nature. It is suggested that these consolidated financial statements and notes be read in conjunction with the financial statements and notes thereto in the German American Bancorp December 31, 2002 Annual Report on Form 10-K.

Note 2 — Per Share Data

Earnings and dividends per share have been retroactively computed as though shares issued for stock dividends had been outstanding for all periods presented. The computation of Earnings per Share and Diluted Earnings per Share are as follows:

	Three Months Ended June 30,
	2003		2002
Earnings per Share:
Net Income	$	2,043	$	2,380

Weighted Average Shares Outstanding		10,422,182		11,488,190


Earnings per Share:	$	0.20	$	0.21

Diluted Earnings per Share:
Net Income	$	2,043	$	2,380

Weighted Average Shares Outstanding		10,422,182		11,488,190
Stock Options, Net		41,608		32,952

Diluted Weighted Average Shares Outstanding		10,463,790		11,521,142


Diluted Earnings per Share	$	0.20	$	0.21

	Six Months Ended June 30,
	2003		2002
Earnings per Share:
Net Income	$	4,481	$	4,898

Weighted Average Shares Outstanding		10,883,270		11,513,845


Earnings per Share:	$	0.41	$	0.43


Diluted Earnings per Share:
Net Income	$	4,481	$	4,898

Weighted Average Shares Outstanding		10,883,270		11,513,845
Stock Options, Net		41,860		28,003

Diluted Weighted Average Shares Outstanding		10,925,130		11,541,848


Diluted Earnings per Share	$	0.41	$	0.42

– 7 –

Note 3 – Securities

The fair values of Securities Available-for-Sale are as follows (dollars in thousands):

	June 30, 2003		December 31, 2002
U.S. Treasury Securities and Obligations of
U.S. Government Corporations and Agencies	$	7,165	$	9,535
Obligations of State and Political Subdivisions		42,449		47,610
Asset-/Mortgage-backed Securities		135,813		145,485
Corporate Securities		2,199		4,990
Equity Securities		15,942		16,228

Total	$	203,568	$	223,848

The total carrying values and fair values of Securities Held-to-Maturity are as follows (dollars in thousands):

	Carrying Value		Fair Value
June 30, 2003:
Obligations of State and Political Subdivisions	$	18,914	$	19,676

December 31, 2002:
Obligations of State and Political Subdivisions	$	20,833	$	21,566

Note 4 – Segment Information

The Company’s operations include three primary segments: core banking, mortgage banking, and insurance operations. The core banking segment involves attracting deposits from the general public and using such funds to originate consumer, commercial, commercial real estate, and residential mortgage loans, primarily in the affiliate banks’ local markets. The core banking segment also involves providing trust administration, investment advisory, brokerage services, and financial planning services to its customers. The mortgage banking segment involves the origination and purchase of single-family residential mortgage loans; the sale of such loans in the secondary market; the servicing of mortgage loans for investors; and the operation of a title insurance company. The insurance segment offers a full range of personal and corporate property and casualty insurance products, primarily in the affiliate banks’ local markets.

The core banking segment is comprised of five community banks with 26 retail banking offices and one business lending center in Southwestern Indiana. The five community banks jointly own German American Financial Advisors & Trust Company (GAFA) which provides trust administration, investment advisory, brokerage services, and financial planning to customers. Net interest income from loans and investments funded by deposits and borrowings is the primary revenue of the five affiliate community banks comprising the core-banking segment. Revenues for the mortgage-banking segment consist of net interest income from a residential real estate loan portfolio and investment securities portfolio funded primarily by wholesale sources, gains on sales of loans and gains on sales of and capitalization of mortgage servicing rights (MSR), loan servicing income, title insurance commissions and loan closing fees. The insurance segment consists of The Doty Agency, Inc., which provides a full line of personal and corporate insurance products as agent under four distinctive insurance agency names from four offices; and German American Reinsurance Company, Ltd. (GARC), which reinsures credit insurance products sold by the Company’s five affiliate banks. Commissions derived from the sale of insurance products are the primary source of revenue for the insurance segment.

The following segment financial information has been derived from the internal financial statements of German American Bancorp, which are used by management to monitor and manage the financial performance of the Company. The accounting policies of the three segments are the same as those of the Company. The evaluation process for segments does not include holding company income and expense. Holding company amounts are the primary differences between segment amounts and consolidated totals, and are reflected in the Other column below, along with minor amounts to eliminate transactions between segments.

– 8 –

Three months Ended June 30, 2003	Core Banking		Mortgage Banking			Insurance		Other			Consolidated Totals
Net Interest Income	$	7,570	$	(196	)	$	2	$	(41	)	$	7,335
Gain on Sales of Loans and Related Assets		412		357			---		---			769
Servicing Income		---		220			---		(49	)		171
Insurance Revenues		42		52			744		(31	)		807
Noncash Items:
Provision for Loan Losses		390		(125	)		---		---			265
MSR Amortization & Valuation		---		554			---		---			554
Provision for Income Taxes		1,139		(151	)		29		(681	)		336
Segment Profit (Loss)		2,859		(231	)		153		(738	)		2,043
Segment Assets		870,602		67,992			4,986		(7,342	)		936,238

Three months Ended June 30, 2002	Core Banking		Mortgage Banking			Insurance		Other			Consolidated Totals
Net Interest Income	$	8,294	$	(107	)	$	5	$	38		$	8,230
Gain on Sales of Loans and Related Assets		161		81			---		---			242
Servicing Income		---		210			---		(65	)		145
Insurance Revenues		41		26			650		(33	)		684
Noncash Items:
Provision for Loan Losses		297		---			---		---			297
MSR Amortization & Valuation		---		210			---		---			210
Provision for Income Taxes		1,273		(232	)		87		(597	)		531
Segment Profit (Loss)		3,220		(353	)		138		(625	)		2,380
Segment Assets		886,665		105,925			4,219		(4,015	)		992,794

Six months Ended June 30, 2003	Core Banking		Mortgage Banking			Insurance		Other			Consolidated Totals
Net Interest Income	$	15,382	$	(277	)	$	5	$	10		$	15,120
Gain on Sales of Loans and Related Assets		770		536			---		---			1,306
Servicing Income		---		438			---		(102	)		336
Insurance Revenues		90		93			1,481		(64	)		1,600
Noncash Items:
Provision for Loan Losses		670		(441	)		---		---			229
MSR Amortization & Valuation		---		875			---		---			875
Provision for Income Taxes		2,242		(158	)		113		(1,268	)		929
Segment Profit (Loss)		5,740		(241	)		280		(1,298	)		4,481
Segment Assets		870,602		67,992			4,986		(7,342	)		936,238

Six months Ended June 30, 2002	Core Banking		Mortgage Banking			Insurance		Other			Consolidated Totals
Net Interest Income	$	16,319	$	(143	)	$	10	$	78		$	16,264
Gain on Sales of Loans and Related Assets		366		257			---		---			623
Servicing Income		---		412			---		(134	)		278
Insurance Revenues		74		67			1,348		(66	)		1,423
Noncash Items:
Provision for Loan Losses		545		---			---		---			545
MSR Amortization & Valuation		---		271			---		---			271
Provision for Income Taxes		2,399		(284	)		194		(1,167	)		1,142
Segment Profit (Loss)		6,165		(433	)		236		(1,070	)		4,898
Segment Assets		886,665		105,925			4,219		(4,015	)		992,794

– 9 –

Note 5 – Stock Repurchase Plan

On April 26, 2001 the Company announced that its Board of Directors approved a stock repurchase program for up to 578,813 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 is not obligated to purchase any shares under the program, and the program may be discontinued at any time before the maximum number of shares specified by the program are purchased. As of June 30, 2003, the Company had purchased 178,179 shares under the program.

Note 6 – Self Tender Offer

On February 7, 2003 the Company commenced a self-tender offer for up to 1.0 million of its common shares, or approximately 9% of its outstanding shares, at a purchase price of $20 per share. On March 20, 2003, the Company purchased 1,057,566 shares under the offer, including 57,566 shares that the Company purchased in accordance with the optional purchase provision of the offer. The Company’s total cost in purchasing the shares, including fees and expenses incurred in connection with the offer, was approximately $21,442,000.

Note 7 – Stock Compensation

Compensation expense under stock options is reported, if applicable, using the intrinsic value method. No compensation expense has been recognized in net income. Financial Accounting Standard No. 123 requires pro forma disclosures for companies that do not adopt its fair value accounting method for stock-based employee compensation. Accordingly, the following pro forma information presents net income and earnings per share had the Standard’s fair value method been used to measure compensation cost for stock option plans.

			Three months Ended June 30,
			2003			2002

Net Income as Reported	$	2,043	$	2,380
Compensation Expense Under Fair Value Method, Net of Tax		88		84

Pro forma Net Income	$	1,955	$	2,296
Pro forma Earnings per Share	$	0.19	$	0.20
Earnings per Share as Reported	$	0.20	$	0.21
Pro forma Diluted Earnings per Share	$	0.19	$	0.20
Diluted Earnings per Share as Reported	$	0.20	$	0.21

			Six months Ended June 30,
			2003			2002

Net Income as Reported	$	4,481	$	4,898
Compensation Expense Under Fair Value Method, Net of Tax		150		128

Pro forma Net Income	$	4,331	$	4,770
Pro forma Earnings per Share	$	0.40	$	0.41
Earnings per Share as Reported	$	0.41	$	0.43
Pro forma Diluted Earnings per Share	$	0.40	$	0.41
Diluted Earnings per Share as Reported	$	0.41	$	0.42

– 10 –

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

GERMAN AMERICAN BANCORP
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

German American Bancorp (“the Company”) 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. The Company operates five affiliated community banks with 26 retail banking offices in the eight contiguous Southwestern Indiana counties of Daviess, Dubois, Gibson, Knox, Martin, Perry, Pike, and Spencer and a business lending center in Evansville, Indiana. The Company also operates a trust, brokerage and financial planning subsidiary which operates from the banking offices of the bank subsidiaries, and two insurance agencies with four insurance agency offices throughout its market area. The Company’s lines of business include retail and commercial banking, mortgage banking, comprehensive financial planning, full service brokerage and trust administration, title insurance, and a full range of personal and corporate insurance products.

This section presents an analysis of the consolidated financial condition of the Company as of June 30, 2003 and December 31, 2002 and the consolidated results of operations for the three and six-month periods ended June 30, 2003 and 2002. This discussion should be read in conjunction with the consolidated financial statements and other financial data presented elsewhere herein and with the financial statements and other financial data, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the Company’s December 31, 2002 Annual Report on Form 10-K.

STOCK PURCHASE

On March 20, 2003, the Company purchased 1,057,566 of its common shares (approximately 9% of the number of shares that were then outstanding) at $20 per share pursuant to its self tender offer at a total cost, including fees and expenses incurred in connection with the offer, of approximately $21,442,000. Primarily due to this stock purchase, shareholders’ equity at June 30, 2003, declined by $20.9 million, or 20%, from shareholders’ equity at December 31, 2002, and book value (shareholders’ equity) per share declined by $1.11 or 12% from $9.12 at December 31, 2002 to $8.01 at June 30, 2003.

The Company funded $8,000,000 of the costs of purchasing these shares by borrowing under a revolving line of credit that the parent company established with a correspondent bank lender (see “FINANCIAL CONDITION — Liquidity” below), and the balance by applying cash and investments held by the parent company including cash received in the form of dividend payments by the Company from subsidiary companies during the first quarter of 2003. At June 30, 2003, the parent company’s cash and marketable investments were $6,444,000, a decline of $6,640,000 or 49%, from the parent company’s cash and marketable investments at December 31, 2002. Accordingly, the purchase of stock pursuant to the tender offer materially affected the liquidity of the parent company, and reduced its equity and increased its debt. On a consolidated basis, however, the Company continued at June 30, 2003, to remain “Well Capitalized” as that term is defined by federal banking regulations and its capital levels continued to significantly exceed the minimum required capital levels for each measure of capital adequacy. See ” FINANCIAL CONDITION — Capital Resources” below.

RESULTS OF OPERATIONS

Net Income:

Net income declined $337,000 to $2,043,000 or $0.20 per share for the quarter ended June 30, 2003 compared to $2,380,000 or $0.21 per share for the second quarter of 2002. The decline in net income from last year’s second quarter results is attributable principally to a decline in net interest income of $895,000, increased expense relating to the impairment of the value of the Company’s mortgage servicing rights of $456,000 caused by increased refinancings attributable to the historic low level of interest rates, and increased occupancy, furniture, and equipment expenses of $156,000. These factors were partially offset by higher levels of increased non-interest income that included increased gains on sale of loans related to mortgage refinance activity of $527,000, increased service charges on deposit accounts of $217,000, increased insurance and trust and brokerage revenues of $210,000.

Net income declined $417,000 to $4,481,000 or $0.41 per share for the six months ended June 30, 2003 compared to $4,898,000 or $0.43 per share for the six months ended June 30, 2002. The decline in net income during the first half of 2003 compared to the prior year’s results is attributable principally to a decline in net interest income of $1,144,000, increased expense relating to the impairment of the value of the Company’s mortgage servicing rights of $546,000 caused by increased refinancings attributable to the historic low level of interest rates, and increased occupancy, furniture, equipment, and advertising expenses of $391,000. These factors were offset in part by increased gains on sale of loans related to mortgage refinance activity of $683,000, a lower provision for loan losses of $316,000, increased service charges on deposit accounts of $285,000, and increased insurance, trust and brokerage revenues of $290,000.

– 11 –

The percentage declines in net income per share for both the quarter and six months ended June 30, 2003, as compared to the 2002 comparable period net income per share amounts, were less than the percentage declines in net income for the 2003 periods compared to 2002, due to the reduced average numbers of shares outstanding during the 2003 periods as a result of the March 20, 2003 stock purchase described above under “Stock Purchase.”

Net Interest Income:

Net interest income is the Company’s single largest source of earnings, and represents the difference between interest and fees realized on earning assets, less interest paid on deposits and borrowed funds. The following table summarizes German American Bancorp’s net interest income (on a tax-equivalent basis, at an effective tax rate of 34%) for each of the periods presented herein (dollars in thousands):

	Three months Ended June 30,				Change from Prior Period
	2003		2002			Amount		Percent
Interest Income (T/E)	$	13,353	$	16,007	$	(2,654	)	-16.6%
Interest Expense		5,522		7,199		(1,677	)	-23.3%

Net Interest Income (T/E)	$	7,831	$	8,808	$	(977	)	-11.1%

Net interest income declined $895,000 or 10.9% ($977,000 or 11.1% on a tax-equivalent basis) for the quarter ended June 30, 2003 compared with the second quarter of 2002. Net interest margin is tax-equivalent net interest income expressed as a percentage of average earning assets. For the second quarter of 2003, the net interest margin declined to 3.58% compared to 3.81% for the same period of 2002. The decline in the net interest margin was the largest contributor to the decline in net interest income. Also contributing to the reduced level of net interest income was an overall decline in earning assets.

	Six months Ended June 30,				Change from Prior Period
	2003		2002			Amount		Percent
Interest Income (T/E)	$	27,343	$	32,052	$	(4,709	)	-14.7%
Interest Expense		11,186		14,626		(3,440	)	-23.5%

Net Interest Income (T/E)	$	16,157	$	17,426	$	(1,269	)	-7.3%

Net interest income declined $1,144,000 or 7.0% ($1,269,000 or 7.3% on a tax-equivalent basis) for the six months ended June 30, 2003 compared with the same period of 2002. The net interest margin declined to 3.67% during the first half of 2003 compared to 3.77% for the same period of 2002. The decline in the net interest margin was the largest contributor to the decline in net interest income. Also contributing to the reduced level of net interest income was an overall decline in earning assets.

The decline in earning assets during the second quarter and first half of 2003 compared with 2002 is largely attributable to a decreased residential mortgage loan portfolio. This reduction is attributable to the refinance activity in the residential loan industry that has been fueled by the historically low interest rate environment and the Company’s continued sale of a majority of residential loan production in the secondary market.

Overall, the average loan portfolio declined by $30.4 million or 5% in the quarter ended June 30, 2003 compared with the second quarter 2002. Average residential mortgage loans declined $60.7 million or 29% during the second quarter 2003 compared with the same period in 2002. Partially mitigating the decline in average residential mortgage loans was growth in the commercial loan portfolio. Average commercial loans increased by $37.5 million or 12% during the quarter ended June 30, 2003 compared with the second quarter 2002.

The average loan portfolio declined by $31.9 million or 5% during the six months ended June 30, 2003 compared with the same period during 2002. Average residential mortgage loans declined $62.7 million or 29% during the six months ended 2003 compared with the same period in 2002. Partially mitigating the decline in average residential mortgage loans was growth in the commercial loan portfolio. Average commercial loans increased by $40.0 million or 12% during the first half of 2003 compared with 2002.

– 12 –

The Company’s net interest margin was adversely affected by the declining level of interest rates during the three and six month periods ended June 30, 2003. This historically low interest rate environment has resulted in a decline in overall earning asset yields including both the loan and securities portfolios. The continued decline in interest rates through the first half of 2003 has resulted in increased prepayment speeds within the Company’s mortgage-backed securities portfolio causing increased premium amortization within that portfolio and thereby driving yields lower. In addition, due to the low level of interest rates, the Company has been unable to reinvest the proceeds of the mortgage-backed securities repayments and cash flows from securities issued by state and political subdivisions at comparable yields. While management believes the Company’s current asset sensitive interest rate risk position will allow the company to reap long-term benefits from sustained future increases in interest rates, further reductions of the Company’s levels of net interest income and net interest margin are likely in the near future if market interest rates remain at current levels or decline. The statements in the preceding sentence 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. Changes in the Company’s future net interest income and net interest margin may vary materially from those that are presently expected, due to such factors as changes in interest rates; the effects of changes in competitive conditions; the introduction, withdrawal, success and timing of asset/liability management strategies or of business initiatives and business 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; capital management activities; actions of the Federal Reserve Board; and legislative and regulatory actions and reforms.

Provision For Loan Losses:

The Company provides for loan losses through regular provisions to the allowance for loan losses. For the quarter ended June 30, 2003 the Company recorded a loan loss provision of $265,000 compared with a provision of $297,000 during the quarter ended June 30, 2002. For the six months ended June 30, 2003 the Company recorded a provision for loan losses of $229,000 compared with $545,000 during the six months ended June 30, 2002. The decline was attributable to a $316,000 negative provision for loan losses in the Company’s mortgage banking segment during the first quarter of 2003 and a $125,000 negative provision in the second quarter 2003. Of these negative provisions, $196,000 was due to an unanticipated settlement of claims relating to a block of previously charged-off residential mortgage loans, and the balance was attributable to the continued decline in the volume of the mortgage banking segment’s residential loan portfolio. The core banking segment recorded a $390,000 provision for loan loss during the quarter ended June 30, 2003, compared to $297,000 during the second quarter of 2002. The core banking segment recorded a $670,000 provision for loan losses during the six months ended June 30, 2003 compared with $545,000 during the same period of 2002.

Provisions for loan losses are made at levels deemed necessary by management to absorb estimated, probable incurred losses in the loan portfolio. A detailed evaluation of the adequacy of the allowance for loan losses is completed quarterly by management, the results of which are used to determine provisions for loan losses. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors.

For the three months ended June 30, 2003 the Company recorded net charge-offs of $154,000 or 0.10% annualized of average loans compared with net charge-offs of $277,000 or 0.17% annualized of average loans for the same period of 2002.

For the six months ended June 30, 2003 the Company realized net recoveries of $9,000 compared with net charge-offs of $606,000 or 0.19% annualized of average loans for the same period of 2002.

Non-performing loans represented 0.52% of total loans at June 30, 2003 compared to 0.53% at December 31, 2002. See discussion of “Financial Condition” for more information regarding nonperforming assets.

– 13 –

Non-interest Income:

Non-interest income increased for both the three and six-month periods ended June 30, 2003 compared with the same periods of the prior year. Non-interest income increased $609,000 or 27% during the second quarter of 2003 and increased $701,000 or 15% during the six months ended June 30, 2003 compared to the same periods of 2002. In both time periods, the increased income was primarily driven by Trust and Investment Product Fees, Service Charges on Deposit Accounts, Insurance Revenues, and Net Gains on Sales of Loans and Related Assets. The increases were partially offset by increased impairment adjustments on the mortgage banking segment’s mortgage servicing rights portfolio.

Trust and Investment Product Fees increased $87,000 or 24% and $113,000 or 16% during the three and six-month periods ended June 30, 2003 compared to the three and six-month periods ended June 2002. German American Financial Advisors & Trust Company (GAFA) was formed in July 2002 to provide expanded financial planning, full service brokerage, trust administration and other financial services.

Service Charges on Deposit Accounts increased $217,000 or 34% and $285,000 or 23% for the three and six-month periods ended June 30, 2003 compared with the same periods during 2002. The increases were primarily attributable to the introduction of an overdraft protection service program during the second quarter of 2003.

Insurance Revenues increased $123,000 or 18% and $177,000 or 12% during the three and six- month periods ended June 30, 2003 compared to the three- and six-month periods ended June 2002. The increased insurance revenues were primarily generated by the company’s property and casualty insurance operations.

Net Gains on Sales of Loans and Related Assets increased $527,000 or 218% for the three month period ended June 30, 2003 compared with the same period during 2002. For the six months ended June 30, 2003 Net Gains on Sales of Loans and Related Assets increased $683,000 or 110% compared to June 30, 2002. Historically low interest rate levels have fueled significant refinance activity and subsequently increased levels of loan sales to the secondary markets. Loan sales totaled $54.4 million and $101.5 million during the three- and six- months ended June 30, 2003 compared with $17.5 and $56.5 million in 2002.

Other Operating Income declined by $345,000 or 123% and $580,000 or 84% during the three and six months ended June 30, 2003 compared with the same periods during 2002. The decline was primarily the result of increased impairment adjustments on the mortgage banking segment’s mortgage servicing rights portfolio caused by increased refinancing attributable to the historic low level of interest rates. Impairment adjustments for the three- and six- months ended June 30, 2003 totaled $456,000 and $693,000 compared with $147,000 and $148,000 during the same periods of 2002.

Non-interest Expense:

Non-interest expense increased $278,000 and $503,000 representing 4% increases during the three and six- month periods ended June 30, 2003 compared to the same periods of 2002. For both time periods, the increase was primarily the result of increased Occupancy Expense and Furniture and Equipment Expense.

Salaries and Employee Benefits Expense remained stable during both the three and six-month periods ended June 30, 2003 compared with the same periods of the prior year. Salaries and Benefits Expense increased approximately 1% and less than 1% during the three and six- month periods ended June 30, 2003 as compared to the prior year. Salaries and Employee Benefits Expense continues to represent the most significant portion of operating expenses, totaling 60% in 2003 and 62% in 2002.

Occupancy Expense increased $64,000 or 12% and $175,000 or 17% during the three and six-month periods ended June 30, 2003 compared with the prior year. For the three and six- months ended June 30, 2003, approximately $29,000 and $70,000 of the increase was attributable to building depreciation resulting from remodeling at an affiliate bank’s main office facility and the building of a branch facility by an affiliate bank. In addition, general repairs and maintenance costs increased approximately $17,000 and $46,000 throughout the Company during the three and six- months ended June 2003 compared to June 2002.

Furniture and Equipment Expense increased $92,000 or 20% and $216,000 or 24% during the three and six- month periods ended June 30, 2003 compared with the same periods of 2002. The increased furniture and equipment expense was primarily due to an increased amount of depreciation expense from equipment purchases related to the aforementioned remodeling and various other equipment upgrades and replacements throughout the Company during 2002. In addition, software licenses and maintenance agreements increased during the three and six-month periods ended June 30, 2003 as compared with 2002.

– 14 –

Income Taxes:

The Company’s effective income tax rate approximated 14.1% and 18.2% of pre-tax income during the three months ended June 30, 2003 and 2002. The Company’s effective income tax rate approximated 17.2% and 18.9% of pre-tax income during the six months ended June 30, 2003 and 2002. The lower effective tax rates during 2003 compared with 2002 was the result of lower before tax net income. The effective tax rate in all periods is lower than the blended statutory rate of 39.6%. The lower effective rates in both 2003 and 2002 primarily resulted from the Company’s tax-exempt investment income on securities and loans, income tax credits generated from investments in affordable housing projects, and income generated by subsidiaries domiciled in a state with no state or local income tax.

FINANCIAL CONDITION

Total assets at June 30, 2003 decreased $20.8 million to $936.2 million compared with $957.0 million in total assets at December 31, 2002. Loans, net of unearned income and allowance for loan losses, decreased by $2.2 million during the six months ended June 30, 2003. Residential real estate loans declined $26.5 million and consumer loans declined $5.2 during the six months ended June 30, 2003 while commercial and industrial loans increased $24.4 million and agricultural loans increased $6.0 million. The decline in residential real estate loans was attributable to the sale of a majority of new loan production to the secondary markets combined with continued increased rates of prepayments of existing portfolio residential real estate loans. Cash and Cash Equivalents increased $13.9 million while Investment Securities decreased $22.2 million to $222.5 million at June 30, 2003 compared with $244.7 million at year-end.

Total Deposits at June 30, 2003 increased fractionally to $707.5 million compared with $707.2 in total deposits at December 31, 2002. Demand, savings, and money market accounts increased $12.7 million while total time deposits declined $12.4 million. FHLB Advances and Other Borrowings remained stable at $132.2 million at June 30, 2003 compared with $132.3 million at year-end.

Non-performing Assets:

The following is an analysis of the Company’s non-performing assets at June 30, 2003 and December 31, 2002 (dollars in thousands):

	June 30, 2003			December 31, 2002
Non-accrual Loans	$	2,067		$	1,773
Past Due Loans (90 days or more)		1,093			1,095
Restructured Loans		---			365

Total Non-performing Loans		3,160			3,233

Other Real Estate		648			1,812

Total Non-performing Assets	$	3,808		$	5,045


Allowance for Loan Loss to Non-performing Loans		270.19	%		256.76	%
Non-performing Loans to Total Loans		0.52	%		0.53	%

Capital Resources:

Federal banking regulations provide guidelines for determining the capital adequacy of bank holding companies and banks. These guidelines provide for a more narrow definition of core capital and assign a measure of risk to the various categories of assets. The Company is required to maintain minimum levels of capital in proportion to total risk-weighted assets and off-balance sheet exposures such as loan commitments and standby letters of credit.

Tier 1, or core capital, consists of shareholders’ equity less goodwill, core deposit intangibles, and certain deferred tax assets defined by bank regulations. Tier 2 capital currently consists of the amount of the allowance for loan losses which does not exceed a defined maximum allowance limit of 1.25 percent of gross risk adjusted assets. Total capital is the sum of Tier 1 and Tier 2 capital.

– 15 –

The minimum requirements under these standards are generally at least a 4.0 percent leverage ratio, which is Tier 1 capital divided by defined “total assets”; 4.0 percent Tier 1 capital to risk-adjusted assets; and, an 8.0 percent total capital to risk-adjusted assets ratios. Under these guidelines, the Company, on a consolidated basis, and each of its affiliate banks individually, have capital ratios that exceed the regulatory minimums.

The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) requires federal regulatory agencies to define capital tiers. These are: well-capitalized, adequately-capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. Under these regulations, a “well-capitalized” entity must achieve a Tier 1 Risk-based capital ratio of at least 6.0 percent; a total capital ratio of at least 10.0 percent; and, a leverage ratio of at least 5.0 percent, and not be under a capital directive.

At June 30, 2003, management is not under such a capital directive, nor is it aware of any current recommendations by banking regulatory authorities which, if they were to be implemented, would have or are reasonably likely to have, a material effect on the Company’s liquidity, capital resources or operations.

The table below presents the Company’s consolidated capital ratios under regulatory guidelines:

						Minimum for Capital Adequacy Purposes						To be Well Capitalized Under Prompt Corrective Action Provisions (FDICIA)							At June 30, 2003					At December 31, 2002

Leverage Ratio	4	.00%	5	.00%	8	.45%	9	.91%
Tier 1 Capital to Risk-adjusted Assets	4	.00%	6	.00%	11	.62%	14	.64%
Total Capital to Risk-adjusted Assets	8	.00%	10	.00%	12	.86%	15	.86%

Shareholders’ equity totaled $83.6 million at June 30, 2003 or 8.9% of total assets, a decrease of $20.9 million from December 31, 2002. The decline in total shareholders’ equity was primarily the result of shares repurchased through a tender offer. See “Stock Purchase”, above. As noted in the above table, the Company, on a consolidated basis, remains categorized as well-capitalized for regulatory purposes after the repurchase of shares through the tender offer. In addition, all of the Company’s affiliate banks are also categorized as well-capitalized as of June 30, 2003.

Liquidity:

The Consolidated Statement of Cash Flows details the elements of change in the Company’s cash and cash equivalents. During the six months ended June 30, 2003, operating activities provided $17.6 million of available cash, which included net income of $4.5 million. The purchase and retirement of common stock through the aforementioned tender offer produced cash outflows of $21.4 million during the six months ended June 30, 2003. In addition, cash outflows included $3.1 million in dividends paid to shareholders. The cash inflows from the maturities and sales of securities exceeded the cash outflows from purchases of securities by approximately $19.0 million. Total cash inflows for the period exceeded outflows by $13.9 million, leaving cash and cash equivalents of $49.6 million at June 30, 2003.

The Company does not have access at the parent-company level to the sources of funds that are available to its bank subsidiaries to support their operations. The Company derives most of its parent-company revenues from dividends paid to the parent company by its bank subsidiaries. These subsidiaries are subject to statutory restrictions on their ability to pay dividends to the parent company. Therefore, in conjunction with the closing of the purchase by the Company of its stock under the tender offer, the parent company on March 20, 2003, established a two-year $15.0 million revolving line of credit with Bank One, N.A., Chicago, Illinois. The parent company may borrow funds under this line of credit for the purpose of funding stock repurchases and parent company working capital needs. The Company drew $8.0 million on the line of credit on the date of establishment. Interest on the unpaid balance of the line of credit is payable quarterly at a rate of 90-day LIBOR plus 125 basis points, and the unused balance of the line of credit bears a commitment fee of 15 basis points per annum. The loan agreement establishing the line of credit includes usual and customary covenants, including an agreement by the Company not to incur other debt without Bank One’s consent, an agreement that the Company will not pledge to others its investments in its subsidiaries, and an agreement to maintain its capital and the capital of its subsidiaries at “well capitalized” levels as that term is defined by bank regulatory agencies.

– 16 –

FORWARD-LOOKING STATEMENTS

The Company from time to time in its oral and written communications makes statements relating to its expectations regarding the future. These types of statements are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward looking statements can include statements about adequacy of allowance for loan losses and the quality of the Company’s loans and other assets; simulations of changes in interest rates; litigation results; dividend policy; estimated cost savings, plans and objectives for future operations; and expectations about the Company’s financial and business performance and other business matters as well as economic and market conditions and trends. They often can be identified by the use of words like “expect,” “may,” “will,” “would,” “could,” “should,” “intend,” “project,” “estimate,” “believe” or “anticipate,” or similar expressions.

The Company may include forward-looking statements in filings with the Securities and Exchange Commission (“SEC”), such as this Form 10-Q, in other written materials, and in oral statements made by senior management to analysts, investors, representatives of the media, and others. It is intended that these forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made. 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 may differ materially from the expectations of the Company that are expressed or implied by any forward-looking statement. The discussion elsewhere in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” lists some of the factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statements. Other risks, uncertainties, and factors that could cause the Company’s actual results to vary materially from those expressed or implied by any forward-looking statement include the effects of changes in competitive conditions; acquisitions of other businesses by the Company and costs of integrations of such acquired businesses; the introduction, withdrawal, success and timing of business initiatives and strategies; changes in customer borrowing, repayment, investment and deposit practices; changes in fiscal, monetary and tax policies; changes in interest rates and financial and capital markets; changes in general economic conditions, either nationally or regionally, resulting in, among other things, credit quality deterioration; the impact, extent and timing of technological changes; capital management activities; actions of the Federal Reserve Board and legislative and regulatory actions and reforms; and the continued availability of earnings and excess capital sufficient for the lawful and prudent declaration and payment of cash dividends. Investors should consider these risks, uncertainties, and other factors, in addition to those mentioned by the Company in its Annual Report on Form 10-K for its fiscal year ended December 31, 2002, and other SEC filings from time to time, when considering any forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s exposure to market risk is reviewed on a regular basis by the Asset/Liability Committees and Boards of Directors of the holding company and its affiliate banks. Primary market risks which impact the Company’s operations are liquidity risk and interest rate risk.

The liquidity of the parent company is dependent upon the receipt of dividends from its bank subsidiaries, which are subject to certain regulatory limitations. The affiliate banks’ source of funding is predominately core deposits, maturities of securities, repayments of loan principal and interest, federal funds purchased, securities sold under agreements to repurchase and borrowings from the Federal Home Loan Bank.

The Company monitors interest rate risk by the use of computer simulation modeling to estimate the potential impact on its net interest income under various interest rate scenarios, and by estimating its static interest rate sensitivity position. Another method by which the Company’s interest rate risk position can be estimated is by computing estimated changes in its net portfolio value (“NPV”). This method estimates interest rate risk exposure from movements in interest rates by using interest rate sensitivity analysis to determine the change in the NPV of discounted cash flows from assets and liabilities.

NPV represents the market value of portfolio equity and is equal to the estimated market value of assets minus the estimated market value of liabilities. Computations are based on a number of assumptions, including the relative levels of market interest rates and prepayments in mortgage loans and certain types of investments. These computations do not contemplate any actions management may undertake in response to changes in interest rates, and should not be relied upon as indicative of actual results. In addition, certain shortcomings are inherent in the method of computing NPV. Should interest rates remain or decrease below current levels, the proportion of adjustable rate loans could decrease in future periods due to refinancing activity. In the event of an interest rate change, prepayment levels would likely be different from those assumed in the table. Lastly, the ability of many borrowers to repay their adjustable rate debt may decline during a rising interest rate environment.

– 17 –

The table below provides an assessment of the risk to NPV in the event of a sudden and sustained 2% increase and decrease in prevailing interest rates (dollars in thousands).

Interest Rate Sensitivity as of June 30, 2003

	Net Portfolio Value					Net Portfolio Value as a % of Present Value of Assets
Changes In rates	$ Amount		% Change			NPV Ratio			Change
+2%		$ 114,081		8	.0%		12	.33%	121 b.p.
Base		105,629		--	-		11	.12	---
-2%		88,243		(16	.5)		9	.14	(198) b.p.

Item 3 includes forward-looking statements. See "Forward-looking Statements" included in Part I Item 2 of this Report for a discussion of certain factors that could cause the Company's actual exposure to market risk to vary materially from that expressed or implied above. These factors include possible changes in economic conditions; interest rate fluctuations, competitive product and pricing pressures within the Company's markets; and equity and fixed income market fluctuations. Actual experience may also vary materially to the extent that the Company's assumptions described above prove to be inaccurate.

Item 4. Controls and Procedures.

The Company has carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities and Exchange Act of 1934), as of the end of the quarterly period covered by this report. Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures were effective as of such date.

It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

– 18 –

PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

The Company issued 15,939 common shares, which were valued by the Company at date of issuance at an aggregate of $304,000, during June 2003 to members of the Board of Directors of the Company and its affiliate banks in payment of a portion of their fees for service as such. These issuances were made in reliance upon the exemption from registration under the Securities Act of 1933 established by Section 4(2) of that Act.

Item 4. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on April 24, 2003. At the Annual Meeting, the shareholders elected the following Directors for three-year terms expiring in the year 2006:

Nominee

David Buehler	9,177,916	75,761	0
Joseph Steurer	9,026,517	227,160	0
Michael Voyles	9,189,773	63,904	0

Item 6. Exhibits and Reports on Form 8-K

(a) The following exhibits are filed herewith:

3.1

Restatement of Articles of Incorporation of the Registrant is incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K filed May 5, 2000.

3.2

Restated Bylaws of the Registrant, as amended April 26, 2001, is incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

4.1

Rights Agreement dated April 27, 2000 is incorporated by reference to Exhibit 4.01 to Registrant’s Current Report on Form 8-K filed May 5, 2000.

4.2

No long-term debt instrument issued by the Registrant exceeds 10% of consolidated total assets. In accordance with paragraph 4 (iii) of Item 601(b) of Regulation S-K, the Registrant will furnish the Securities and Exchange Commission copies of long-term debt instruments and related agreements upon requests.

4.3

Terms of Common Shares and Preferred Shares of German American Bancorp found in Restatement of Articles of Incorporation are incorporated by reference to Exhibit 3.01 to Registrant’s Current Report on From 8-K filed May 5, 2000.

31.1

Sarbanes-Oxley Act of 2002, Section 302 Certification for President and Chief Executive Officer

31.2

Sarbanes-Oxley Act of 2002, Section 302 Certification for Senior Vice President (Principal Financial Officer)

32.1

Sarbanes-Oxley Act of 2002, Section 906 Certification for President and Chief Executive Officer

32.2

Sarbanes-Oxley Act of 2002, Section 906 Certification for Senior Vice President (Principal Financial Officer)

(b) Reports on Form 8-K

The Registrant filed a Report on Form 8-K on May 1, 2003 to furnish under Items 7 and 12 its press release announcing its results of operations for the quarter ended March 31, 2003.

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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.

Date: August 13, 2003

Date August 13, 2003

GERMAN AMERICAN BANCORP

By /s/ Mark A. Schroeder

Mark A. Schroeder
President and CEO

By /s/ Bradley M. Rust

Bradley M. Rust
Senior Vice President and
Principal Financial Officer

– 20 –

EXHIBIT INDEX

3.1

Restatement of Articles of Incorporation of the Registrant is incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K filed May 5, 2000.

3.2

Restated Bylaws of the Registrant, as amended April 26, 2001, is incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

4.1

Rights Agreement dated April 27, 2000 is incorporated by reference to Exhibit 4.01 to Registrant’s Current Report on Form 8-K filed May 5, 2000.

4.2

4.3

31.1

Sarbanes-Oxley Act of 2002, Section 302 Certification for President and Chief Executive Officer

31.2

Sarbanes-Oxley Act of 2002, Section 302 Certification for Senior Vice President (Principal Financial Officer)

32.1

Sarbanes-Oxley Act of 2002, Section 906 Certification for President and Chief Executive Officer

32.2

Sarbanes-Oxley Act of 2002, Section 906 Certification for Senior Vice President (Principal Financial Officer)

– 21 –