September 20, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Robert Arzonetti
| Re: | German American Bancorp, Inc. |
| Registration Statement on Form S-4 filed | |
| September 6, 2024, as amended by Amendment | |
| No. 1 filed on September 19, 2024 | |
| File No. 333-281985 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, German American Bancorp, Inc. (the “Registrant”) hereby respectfully requests that effectiveness of the above-referenced Registration Statement (the “Registration Statement”) be accelerated by the Securities and Exchange Commission to 4:00 p.m. (EDT) on Monday, September 23, 2024, or as soon as practicable thereafter.
Please contact Jeremy E. Hill of Dentons Bingham Greenebaum LLP, counsel to the Registrant, at (317) 968-5384 to confirm the effectiveness of the Registration Statement or with any questions you may have concerning this request.
| Sincerely, | |
| GERMAN AMERICAN BANCORP, INC. |
| By: | /s/ Bradley C. Arnett | |
| Bradley C. Arnett, Senior Vice President and | ||
| Chief Legal Officer |
| cc: | Jeremy E. Hill, Dentons Bingham Greenebaum LLP |
| Peter G. Weinstock, Hunton Andrews Kurth LLP | |
| Beth A. Whitaker, Hunton Andrews Kurth LLP |