SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
GERMAN AMERICAN BANCORP
(Name of Issuer)
Common Stock, $10.00 Par Value
Title of Class of Securities
361334 10 5
(CUSIP Number)
Michael B. Lett Mark B. Barnes
103 North Street Leagre & Barnes
Loogootee, IN 47553 9100 Keystone Crossing,
Ste. 800
Indianapolis, IN 46240
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 4, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
<PAGE>2
SCHEDULE 13D
CUSIP No. 361334 10 5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Mary E. Lett
2 Check the Appropriate Box if a Member
of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 98,208
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
98,208
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
98,208
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
3.9%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>3
SCHEDULE 13D
CUSIP No. 361334 10 5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Michael B. Lett
314-446-6702
2 Check the Appropriate Box if a Member
of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 1,878
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
1,878
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,878
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.1%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>4
SCHEDULE 13D
CUSIP No. 361334 10 5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J. David Lett
###-##-####
2 Check the Appropriate Box if a Member
of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 1,858
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 0
9 Sole Dispositive Power
1,858
10 Shared Dispositive Power
0
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,858
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.1%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>5
SCHEDULE 13D
CUSIP No. 361334 10 5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Beth A. Lett
2 Check the Appropriate Box if a Member
of a Group (a) [X]
(b) [ ]
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
USA
<TABLE>
<S> <C> <C>
NUMBER OF 7 Sole Voting Power
SHARES
BENEFICIALLY 240
OWNED BY
EACH 8 Shared Voting Power
REPORTING
PERSON WITH 171
9 Sole Dispositive Power
240
10 Shared Dispositive Power
171
</TABLE>
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
411
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
[ ]
13 Percent of Class Represented by Amount in Row (11)
0.0%
14 Type of Reporting Person*
IN
<PAGE>
<PAGE>6
AMENDMENT NO. 1 TO
SCHEDULE 13D
Items 1, 4 and 5 of the Statement on Schedule 13D, dated March 8,
1993, filed by the Reporting Persons with respect to the Common
Stock, $10.00 par value, of German American Bancorp, are hereby
amended as follows:
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $10.00 par value
per share (the "Common Stock"), of German American Bancorp, an
Indiana corporation formerly named GAB Bancorp (the "Issuer" or
the "Company"). The address of the Company's principal office is
711 Main Street, Box 810, Jasper, Indiana 47546.
Item 4. Purpose of Transaction.
The event that requires the filing of this Statement is the
cessation of the Reporting Persons' aggregate beneficial ownership
of more than five percent of the Issuer's Common Shares, as
described more fully in response to Item 5(e) below.
Item 5. Interest in Securities of the Issuer.
(a) & (b) The following table sets forth the number and
percentage of shares of the Common Stock of the Company
beneficially owned by each reporting person, each of whom have
sole voting and investment power over the shares registered in
their names:
<TABLE>
<CAPTION>
<S> <C> <C>
Beneficial Owner Number of Shares Percentage of
Shares
Mary E. Lett 98,208 3.9%
Michael B. Lett 1,878 0.1%
J. David Lett 1,858 0.1%
Beth A. Lett 411(1) 0.0%
</TABLE>
(1) Includes 171 shares that Beth A. Lett holds as custodian for her and Mr.
Michael B. Lett's son.
(c) Not applicable.
(d) Not applicable.
(e) On March 4, 1997, the Issuer completed its acquisition by
merger (the "Merger") of Peoples Bancorp of Washington, an Indiana
corporation ("Peoples"). In connection with the Merger, the
Issuer issued approximately 615,417 Common Shares to the former
shareholders of Peoples, and as a result of this issuance, the
aggregate beneficial ownership of the Reporting Persons ceased to
represent more than five percent of the Issuer's Common Shares.
<PAGE>
<PAGE>7
Signature
After reasonable inquiry, and to the best of my
knowledge and belief, I certify that the information set forth in
this amended statement is true, complete and correct.
/s/ Mary E. Lett
__________________________________
Mary E. Lett
/s/ Michael B, Lett
__________________________________
Michael B. Lett
/s/ J. David Lett
__________________________________
J. David Lett
/s/ Beth A. Lett
__________________________________
Beth A. Lett
April 7, 1997<PAGE>
<PAGE>8
EXHIBIT INDEX
Description Page Number
Agreement Pursuant to Regulation Section 240.13d-1(f), N/A
which was attached as an exhibit to the Reporting
Persons' Schedule 13D, dated March 8, 1993, is
incorporated herein by reference.
