EXHIBIT 24

                               POWER OF ATTORNEY

     Each person whose signatures  appear below hereby  constitutes and appoints
GEORGE W. ASTRIKE and MARK A.  SCHROEDER,  and each of them, the true and lawful
attorneys-in-fact   and  agents,   with  full  power  of  substitution  and  re-
substitution,  for  him  and in his  name,  place  and  stead,  in any  and  all
capacities,  to sign and  file,  or  cause  to be  signed  and  filed,  with the
Securities  and  Exchange  Commission  (the   "Commission"),   the  Registration
Statement  on Form  S-4 for  German  American  Bancorp  in  connection  with the
acquisitions  of FSB Bank and The Citizens State Bank and any and all amendments
(including  post effective  amendments) to the original  Registration  Statement
filed  February 26, 1998,  the  Pre-Effective  Amendment  No. 1 to  Registration
Statement,  and any and all  other  documents  required  to be  filed  with  the
Commission in connection  therewith,  granting unto said  attorneys-in-fact  and
agents,  full power and authority to do and perform each and every act and thing
requisite  and  necessary to be done as fully and to all intents and purposes as
the  undersigned  might or could do in person,  and ratifying and confirming all
that said  attorneys-in-fact  and agents may  lawfully do or cause to be done by
virtue hereof.

     Effective as of February 25, 1998.



/s/Richard Trent
Richard Trent


/s/John M. Gutgsell
John M. Gutgsell


/s/David G. Buehler
David G. Buehler  


/s/David B. Graham
David B. Graham   


/s/William R. Hoffman
William R. Hoffman  


/s/Michael B. Lett
Michael B. Lett 


/s/Gene C. Mehne
Gene C. Mehne


/s/A. Wayne ("Skip") Place, Jr.
A. Wayne ("Skip") Place, Jr.


/s/Robert L. Ruckriegel
Robert L. Ruckriegel


/s/Larry J. Seger
Larry J. Seger    


/s/Joseph F. Steurer
Joseph F. Steurer  


/s/Chet L. Thompson
Chet L. Thompson