EXHIBIT 23.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the inclusion in the Prospectus/Proxy  Statement forming a part of
the Registration Statement on Form S-4 filed by German American Bancorp, Inc. of
our report dated  February 16, 1998,  on our audit of the  consolidated  balance
sheets of Citizens  State  Bancorp and  subsidiary,  as of December 31, 1997 and
1996 and the related statements of income,  shareholders' equity, and cash flows
for each of the three  years in the period  dated  December  31,  1997.  We also
consent  to the  reference  to our  firm  under  the  caption  "Experts"  in the
Prospectus/Proxy Statement.


/s/ Gaither Rutherford & Co., LLP
GAITHER RUTHERFORD & CO., LLP
Evansville, Indiana

May 4, 1998