From: Mark A Schroeder [mark.schroeder@germanamericanbancorp.com]
Sent: Thursday, December 12, 2002 6:20 PM
To: 'rule-comments@sec.gov'
Subject: File No. S7-40-02

Jonathan G. Katz, Secretary,
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549


Dear Mr. Katz


	I am writing as Chief Executive Officer of German American Bancorp,
a public company, in response to proposals of the Securities and Exchange
Commission in Release Nos. 33-8138; 34-46701; IC-25775.  Specifically, I am
concerned about the proposed near-absolute requirement that a "financial
expert" have experience as a public accountant or auditor or a principal
financial officer, controller or principal accounting officer of a similar
public company.  
	While I realize that the proposed rule addresses this issue as a
disclosure standard and appears to afford a board of directors the
opportunity to determine that an individual is a financial expert because of
similar expertise and experience to that specified in the rule, the market
reality is that any variance from the Commission's specified criteria would
not likely be well received by investors.  The effect of this rule, as
currently written, will be that thousands of smaller public companies, such
as German American Bancorp, that do not now have an individual with hands-on
auditing experience on their audit committee will be faced with the prospect
of competing for the relatively limited supply of candidates who qualify as
a "financial expert" within their specific industry.  I believe that smaller
companies, such as ours, would be at a disadvantage in attracting the most
highly qualified individuals and would be forced, in many cases, to accept a
candidate who technically meets the standards for a "financial expert"  but
who would not otherwise be chosen as qualified for the company's board of
directors.  It is particularly ironic that the requirement for a financial
expert, based on the proposed standards, could be satisfied with a
junior-level auditor from a public accounting firm, but would not be met by
a chief executive officer from another public company when the latter would
generally be much better qualified to challenge and probe management and the
auditors as to accuracy and quality of a company's financial statements and
accounting practices.  
	In the passage of the Sarbanes-Oxley Act, Congress recognized that
the role of a company's audit committee is to monitor the performance of the
company's independent auditors and internal accountants, rather than to
micromanage the process.  In formulating its definition of a financial
expert, the Commission has gone beyond the Congressional mandate in Section
407(b) of the Act to consider an audit committee member's experience in
preparing or auditing financial statements of comparable issuers by
requiring that a financial expert must have that specific background and
expertise.  Is it not more important for the protection of shareholders and
the integrity of the financial markets that audit committee members
understand the meaning and importance of the financial information presented
to shareholders than that they be able to personally prepare or audit the
audited financial statements?  I urge the Commission to broaden its
definition of a "financial expert" to include individuals with experience in
reviewing or analyzing financial statements.  
	While all agree with the spirit of Sarbanes-Oxley for full and
complete disclosure of the financial condition of public companies, I do not
believe the effect of proposed rule would truly serve the best long-term
interests of the investing public.
          

Mark A. Schroeder
President & CEO
German American Bancorp
Jasper, Indiana