Consent of Independent Accountants






We consent to the use of our report dated  February 16, 1998,  appearing in this
Form 10-K of German American Bancorp,  related to the consolidated balance sheet
of CSB Bancorp as of December 31, 1997, and the related consolidated  statements
of income, stockholders' equity and cash flows for the two years then ended (not
presented herein).



/s/ Gaither Rutherford & Co., LLP
Gaither Rutherford & Co., LLP
March 26, 1999
Evansville, Indiana