Exhibit 99.1
                                  FORM OF PROXY

                      THIS PROXY IS SOLICITED ON BEHALF OF
                             THE BOARD OF DIRECTORS
                   FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
                             GERMAN AMERICAN BANCORP

   
     I hereby  appoint David G. Buehler and A. W. Place,  Jr., and each of them,
my  proxies,  with power of  substitution,  to vote all Common  Shares of German
American Bancorp (the  "Corporation")  that I am entitled to vote at the Special
Meeting  of  Shareholders  to be  held at the  principal  office  of The  German
American Bank, 711 Main Street,  Jasper,  Indiana, on December 15, 1998 at 10:00
a.m. local time, and any adjournments thereof, as provided herein.
    

     THIS PROXY WILL BE VOTED AS  SPECIFIED.  IN THE ABSENCE OF  SPECIFICATIONS,
THIS PROXY WILL BE VOTED FOR ITEM 1. THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE
FOR ITEM 1.

   
     This proxy may be revoked at any time prior to its exercise upon compliance
with the procedures set forth in the Corporation's  Prospectus/Proxy  Statement,
dated November 10, 1998.
    

     SHAREHOLDERS  SHOULD MARK,  SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED POST-PAID ENVELOPE.

     1.   MERGER  OF 1st  BANCORP  WITH AND INTO A WHOLLY  OWNED  SUBSIDIARY  OF
          GERMAN AMERICAN BANCORP

          [ ] FOR     [ ]  AGAINST     [ ]  ABSTAIN

     2.   In their  discretion,  the  proxies are  authorized  to vote upon such
          other business as may properly come before the meeting

Dated:   _________________

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                                                  Signature or Signatures

                                    (Please sign exactly as your name appears on
                                    this proxy. If shares are issued in the name
                                    of two or more  persons,  all  such  persons
                                    should sign. Trustees,  executors and others
                                    signing in a representative  capacity should
                                    indicate the capacity in which they sign.)