EXHIBIT 23.4
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement (Form S-4) pertaining to the merger of German American Bancorp and
Holland Bancorp, Inc., of our report, dated February 16, 1998, on the
consolidated financial statements of CSB Bancorp as of December 31, 1997 and for
the year then ended, appearing in German American Bancorp's Annual Report on
Form 10-K for the year ended December 31, 1999.
/s/ Gaither Rutherford & Co., LLP
Gaither Rutherford & Co., LLP
July 18, 2000
Evansville, Indiana
