FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
X Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

RUHE STAN J

2. Issuer Name and Ticker or Trading Symbol
GERMAN AMERICAN BANCORP GABC

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

EXECUTIVE VICE PRESIDENT                          

(Last)      (First)     (Middle)

1117 UNIVERSITY DRIVE
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

307-58-3988

(Street)

JASPER, IN 47546

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

COMMON STOCK

2/15/02

F

4545

D

$16.08

D

COMMON STOCK

2/15/02

M

2881

A

$14.63

D

COMMON STOCK

2/15/02

M

1874

A

$13.15

D

COMMON STOCK

2/15/02

M

456

A

$13.81

9120⁽⁵⁾

D

COMMON STOCK

12/18/02

G

120

D

$16.09

2443.9476⁽¹⁾

D

JT WITH SPOUSE

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$16.08

2/15/02

A

3450⁽²⁾

 ⁽³⁾

2/15/07

COMMON STOCK

3450

3622⁽⁴⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$16.08

2/15/02

A

2621⁽²⁾

2/15/03

4/19/03

COMMON STOCK

2621

2752⁽⁴⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$16.08

2/15/02

A

392⁽²⁾

2/15/03

2/15/06

COMMON STOCK

392

411⁽⁴⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$16.08

2/15/02

A

1532⁽²⁾

2/15/03

7/1/05

COMMON STOCK

1532

1608⁽⁴⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$14.63

2/15/02

M

2881⁽⁷⁾

1/16/97

4/19/03

COMMON STOCK

2881

0

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$13.15

2/15/02

M

1874⁽⁸⁾

7/1/00

7/1/05

COMMON STOCK

1874

7872⁽⁶⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$13.81

2/15/02

M

456⁽⁸⁾

2/15/01

2/15/06

COMMON STOCK

456

1919⁽⁶⁾

D

Explanation of Responses:

(1) Reflects additional shares acquired pursuant to a five percent stock dividend to shareholders of record November 30, 2002 and payable on December 15, 2002 as well as shares allocated pursuant to a dividend reinvestment program.
(2) Options granted under the German American Bancorp 1999 Long-Term Equity Incentive Plan
(3) The option is exercisable in increments of the option granted on each of the first five anniversary dates of the Grant Date.
(4) Reflects adjustment for additional shares issued pursuant to a five percent stock dividend to shareholders of record November 30, 2002 and payable on December 15, 2002. The exercise price is adjusted also in connection with the five percent stock dividend to a price of $15.31.
(5) Reflects additional shares acquired pursuant to a five percent stock dividend to shareholders of record November 30, 2002 and payable on December 15, 2002.
(6) Reflects adjustment for addtional shares issued pursuant to a five percent stock dividend program. The exercise price is adjusted also in connection with the five percent stock dividends.
(7) The options that were exercised were granted under the German American Bancorp 1992 Long-Term Equity Plan.
(8) The options that were exercised were granted under the German American Bancorp 1999 Long-Term Equity Plan.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.