Exhibit 99.4


                GERMAN AMERICAN BANCORP
                    711 MAIN STREET
                     P.O. BOX 810
              JASPER, INDIANA  47546-3042


                   __________, 1996






Dear Shareholder:

     You are cordially invited to attend a Special
Meeting of Shareholders of German American Bancorp
("German American"), to be held at 711 Main Street,
P.O. Box 810, Jasper, Indiana, on ______________, 1996,
at _______ a.m., local time.

     The purpose of the meeting is to consider and vote
upon the proposed merger of Peoples Bancorp of
Washington into a wholly-owned subsidiary of German
American.  If the proposed merger is consummated,
shares of Peoples Common Stock will be converted into
shares of German American Common Stock, all as
described in the accompanying Prospectus/Proxy
Statement.

     Your Board of Directors believes that the proposed
merger is in the best interests of German American and
its shareholders and has unanimously approved the
proposed merger.  Attached are a notice of the meeting
and a Prospectus/Proxy Statement containing information
about the proposed merger and Peoples.  Whether you
plan to attend the meeting, please mark, sign, date,
and promptly return the enclosed proxy card.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR ADOPTION OF THE PROPOSED MERGER.

                                   Very truly yours,



                                   GEORGE W. ASTRIKE
                                   Chairman and CEO

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