Exhibit 99.4
                            FSB FINANCIAL CORPORATION
                                 102 MAIN STREET
                            FRANCISCO, INDIANA 47659


                                                     May ___, 1998

Dear Shareholder:

         You are cordially  invited to attend a Special  Meeting of Shareholders
of FSB Financial  Corporation ("FSB"), to be held at the Princeton branch of FSB
Bank located at 231 West Broadway, Princeton, 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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