November 1, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jessica Livingston
| Re: | German American Bancorp, Inc. |
Registration Statement on Form S-4 filed October 20,
2021, as amended by Amendment No. 1 filed October 29,
2021 and Amendment No. 2 filed November 1, 2021
File No. 333-260386
Dear Ms. Livingston:
In accordance with Rule 461 under the Securities Act of 1933, as amended, German American Bancorp, Inc. hereby respectfully requests that effectiveness of the above-referenced Registration Statement be accelerated by the Securities and Exchange Commission to 4:00 p.m. (EDT) on Wednesday, November 3, 2021, or as soon as practicable thereafter.
Please contact Bradley C. Arnett of Dentons Bingham Greenebaum LLP at (513) 455-7611 with any questions you may have regarding this request. In addition, please notify Mr. Arnett by telephone when this request for acceleration has been granted.
| Sincerely, | ||
| GERMAN AMERICAN BANCORP, INC. | ||
| By: | /s/ Mark A. Schroeder | |
| Mark A. Schroeder, Chairman and Chief Executive Officer | ||
| cc: | Bradley C. Arnett, Esq., Dentons Bingham Greenebaum LLP |
Jeremy E. Hill, Esq., Dentons Bingham Greenebaum LLP