July 25, 2018
VIA EDGAR AND E-MAIL
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Erin Purnell
Re: German American Bancorp, Inc.
Registration Statement on Form S-4 filed June 15, 2018, as amended by Amendment No. 1 thereto filed July 13, 2018 and Amendment No. 2 thereto filed July 25, 2018
File No. 333-225668
Dear Ms. Purnell:
In accordance with Rule 461 under the Securities Act of 1933, as amended, German American Bancorp, Inc. hereby respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission to 3:00 p.m. (EDT) on Thursday, July 26, 2018, or as soon as practicable thereafter.
Please contact Bradley C. Arnett of Bingham Greenebaum Doll LLP at (513) 455-7611 with any questions you may have regarding this request. In addition, please notify Mr. Arnett by telephone when this request for acceleration has been granted.
| Sincerely, | |
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| GERMAN AMERICAN BANCORP, INC. | |
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| By: | /s/ Mark A. Schroeder |
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| Mark A. Schroeder |
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| Chairman and Chief Executive Officer |
cc: Bradley C. Arnett, Esq., Bingham Greenebaum Doll LLP
Jeremy E. Hill, Esq., Bingham Greenebaum Doll LLP
Alan K. MacDonald, Esq., Frost Brown Todd LLC
R. James Straus, Esq., Frost Brown Todd LLC