Exhibit 23.2

Independent Auditors' Consent



We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement (Form S-8) pertaining to the German American Bancorp Employees' Profit
Sharing 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