Exhibit 99.4

                  FORM OF LETTER TO SHAREHOLDERS

                    FSB FINANCIAL CORPORATION
                         102 MAIN STREET
                    FRANCISCO, INDIANA  47659


                   __________, 1998

Dear Shareholder:

     You are cordially invited to attend a Special Meeting of
Shareholders of FSB Financial Corporation ("FSB"), to be held at 
_______________________________________, ______________, Indiana,
on ______________, 1998, at _______ [a.m./p.m.], local time. 

     The purpose of the meeting is to consider and vote upon
adoption of the Agreement and Plan of Reorganization and the
related Plan of Merger under which FSB will merge with a wholly
owned subsidiary of German American Bancorp ("German American"). 
If the proposed merger is consummated, shares of FSB 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 FSB 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 German American. 
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,



                                  Glenn Young
                                   President 



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