Exhibit 23.2

Independent Auditors' Consent



We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement  (Form S-8)  pertaining  to The Doty Agency,  Inc.  401(k) Plan of our
report dated February 16, 1998,  relating to the  consolidated  balance sheet of
CSB Bancorp as of December 31, 1997, and the related consolidated  statements of
income,  shareholders'  equity  and cash  flows  for the two years  then  ended,
appearing in German American  Bancorp's  Annual Report on Form 10-K for the year
ended December 31, 1998.


Gaither Rutherford & Co., LLP
June 29, 1999
Evansville, Indiana