Form 4

FORM 4

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

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

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

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

1. Name and Address of Reporting Person*

RUST BRADLEY M

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)

SR. VP & PRINICPAL ACCOUNTING OFFICER         

(Last)      (First)     (Middle)

8700 HILLSIDE DRIVE
 

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

311-76-3628

4. Statement for
Month/Day/Year
02/15/03

(Street)

NEWBURGH, IN 47630-2281

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(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 Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

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

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

Code

V

Amount

(A)
or
(D)

Price

Common Stock

2/15/03

 

F

 

430

D

$18.86

 

D

 

Common Stock

2/15/03

 

M

 

220

A

$13.1519

 

D

 

Common Stock

2/15/03

 

M

 

152

A

$15.3143

 

D

 

Common Stock

2/15/03

 

M

 

189

A

$15.3143

6075.7854

D(1)

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

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)

3A. Deemed
Execution
Date,
if any
(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
Following
Reported Transaction(s)
(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)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (Right to Buy)

$18.86

2/15/03

 

A

 

1500

 

 (2)

2/15/08

Common Stock

1500

 

1500

D

 

Employee Stock Option (Right to Buy)

$18.86

2/15/03

 

A

 

307

 

2/15/04

2/15/06

Common Stock

307

 

307

D

 

Employee Stock Option (Right to Buy)

$18.86

2/15/03

 

A

 

123

 

2/15/04

2/15/07

Common Stock

123

 

123

D

 

Employee Stock Option (Right to Buy)

$13.1519

2/15/03

 

M

 

 

220

2/15/03

2/15/06

Common Stock

220

 

661(3)

D

 

Employee Stock Option (Right to Buy)

$15.3143

2/15/03

 

M

 

 

152

2/15/03

2/15/07

Common Stock

152

 

609(3)

D

 

Employee Stock Option (Right to Buy)

$15.3143

2/15/03

 

M

 

 

189

2/15/03

2/15/06

Common Stock

189

 

0

D

 

Explanation of Responses:

(1) Shares previously reported as Direct "Joint with Spouse"
(2) The option is exercisabe in increments of the option granted on each of the first five anniversary dates of the Grant Date.
(3) Reflects adjustment for additional shares issued pursuant to a five percent stock dividend program. The exercise price is adjusted also in connection with the five percent stock dividends.
  By: /s/ BRADLEY M RUST
              
**Signature of Reporting Person		 2/19/03
Date

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

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