German American Bancorp - S-8

Registration No. 333-81839


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933


GERMAN AMERICAN BANCORP
(Exact Name of Registrant as Specified in Its Charter)


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

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

GERMAN AMERICAN BANCORP EMPLOYEES' PROFIT SHARING PLAN
(Full Title of the Plan)

  Mark A. Schroeder
President and Chief Executive Officer
711 Main Street
Jasper, Indiana 47546-3042
(812) 482-1314
 Copy to: Mark B. Barnes
Ice Miller
One American Square, Box 82001
Indianapolis, Indiana 46282-0002
(317) 236-2100


(Name, address and telephone number,
including area code, of Agent for Service)

        The purpose of this Post-Effective Amendment No. 1 is to deregister all securities under this Registration Statement that remained unsold at the close of business on December 31, 2002, the date of termination of the offering of such securities.

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 Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jasper, Indiana, on this 30th day of December, 2003.


  GERMAN AMERICAN BANCORP



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

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on this 30th day of December, 2003.

Signature and Title



/s/  Mark A. Schroeder
Mark A. Schroeder, President and Director
(Chief Executive Officer)



George W. Astrike*
George W. Astrike, Director



David G. Buehler*
David G. Buehler, Director



William R. Hoffman*
William R. Hoffman, Director



J. David Lett, Director



Gene C. Mehne*
Gene C. Mehne, Director
Robert L. Ruckriegel, Director



Larry J.Seger*
Larry J. Seger, Director



Joseph F. Steurer*
Joseph F. Steurer, Director



Chet L. Thompson, Director



Michael J. Voyles*
Michael J. Voyles, Director



/s/  Bradley M. Rust
Bradley M. Rust, Principal Financial Officer
and Principal Accounting Officer



*By:  /s/ Mark A. Schroeder
Mark A. Schroeder, as attorney-in-fact

Pursuant to the requirements of the Securities Act of 1933, German American Bancorp, acting as the Plan Administrator of the German American Bancorp Employees’ Profit Sharing Plan, has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jasper, Indiana, on this 30th day of December, 2003.

  GERMAN AMERICAN BANCORP
EMPLOYEES' PROFIT SHARING PLAN

By:  GERMAN AMERICAN BANCORP,
             Plan Administrator



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