Exhibit 99.2

                             GERMAN AMERICAN BANCORP
                                 711 MAIN STREET
                           JASPER, INDIANA 47546-3042


   
                                                             November ____, 1998
    

Dear Shareholder:

   
     You are cordially  invited to attend a Special  Meeting of  Shareholders of
German American Bancorp ("German American"), to be held at the principal offices
of The German  American  Bank located at 711 Main Street,  Jasper,  Indiana,  on
December 15, 1998, at 10:00 a.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
1ST  BANCORP,  Vincennes,  Indiana,  will merge  with  German  American.  If the
proposed  merger is  consummated,  shares of 1ST  BANCORP  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  between 1ST
BANCORP and German  American is in the best interests of German American and its
shareholders  and has unanimously  approved the proposed  merger.  Enclosed with
this  letter  are (i) a  Notice  of  Special  Meeting  of  Shareholders,  (ii) a
Prospectus/Proxy  Statement,  (iii) a proxy card for you to complete, sign, date
and return, and (iv) a postage pre-paid  envelope.  We encourage you to read the
enclosed materials carefully and in their entirety.

     Whether or not you  attend the  Special  Meeting,  your Board of  Directors
requests that you complete,  sign and date the enclosed proxy card and return it
in the enclosed postage pre-paid envelope at your earliest  convenience prior to
the Special Meeting. If you desire, you may cancel your proxy at any time before
it is voted at the Special Meeting.

THE  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A VOTE FOR  ADOPTION  OF THE
PROPOSED MERGER.

                                                    Very truly yours,



                                                    George W. Astrike
                                                    Chairman and CEO