UNITED STATES OF AMERICA
                                     before the
                         SECURITIES AND EXCHANGE COMMISSION

          SECURITIES EXCHANGE ACT OF 1934
          Release No. 41061 / February 17, 1999

          Administrative Proceeding
          File No. 3-9829
          _________________________
                                   :    ORDER INSTITUTING PUBLIC
          In the Matter of         :    PROCEEDINGS PURSUANT TO
                                   :    SECTION 21C OF THE SECURITIES
          BARRETT R. ROCHMAN,      :    EXCHANGE ACT OF 1934, MAKING
                                   :    FINDINGS AND IMPOSING A
                    Respondent.    :    CEASE-AND-DESIST ORDER
          _________________________:

                                         I.

               The Securities and Exchange Commission ("Commission") deems
          it appropriate that cease-and-desist proceedings be instituted
          pursuant to Section 21C of the Securities Exchange Act of 1934
          ("Exchange Act") against Respondent Barrett R. Rochman
          ("Rochman").

                                         II.

               In anticipation of the institution of these proceedings,
          Rochman has submitted an Offer of Settlement ("Offer") which the
          Commission has determined to accept.  Solely for the purpose of
          these proceedings and any other proceedings brought by or on
          behalf of the Commission, or in which the Commission is a party,
          and without admitting or denying the findings contained in this
          Order, except as to jurisdiction over Rochman and over the
          subject matter of these proceedings, which Rochman admits,
          Rochman consents to the entry of this Order and the imposition of
          sanctions as set forth below.

               Accordingly, IT IS ORDERED that a proceeding pursuant to
          Section 21C of the Exchange Act be, and hereby is, instituted.

                                        III.

                                        FACTS

               On the basis of this Order and the Offer submitted by
          Rochman, the Commission finds that:

          A.   Respondent

               Barrett R. Rochman is 55 years old and resides in
          Carbondale, Illinois.  During all relevant times, Rochman was a
          shareholder of Heartland Bancshares, Inc.

          B.   Other Relevant Entity

               Heartland Bancshares, Inc. (Heartland) is a bank holding
          company registered with the Commission pursuant to Section 12(g)
          of the Exchange Act.  Heartland is headquartered in Herrin,
          Illinois, and its principal business is overseeing the business
          and operation of Heartland National Bank.

          C.   Rochman Acquires More than 5% of Heartlands Outstanding
          Shares

               In January 1996, Heartland was created to facilitate the
          conversion of First Federal Savings and Loan Association of
          Herrin (First Federal) to Heartland National Bank.  During
          Heartlands conversion, Rochman, a former customer of First
          Federal, purchased 1,426 Heartland shares.  From July 1, 1996,
          the first day Heartland opened for trading on the over-the-
          counter market, to July 17, 1996, Rochman purchased an additional
          44,900 Heartland shares.  As of July 17, 1996, Rochman owned a
          total of 46,326 shares of Heartland stock, an amount in excess of
          five percent of all outstanding Heartland shares.

          D.   Rochman Failed To Timely File A Schedule 13D With the
          Commission

               On August 1, 1996, fourteen days after Rochman purchased
          more than five percent of Heartlands outstanding shares, Rochman
          filed his first Schedule 13D (the August 13D) with the
          Commission.  Rochmans August 13D was filed after Section 13(d)s
          ten-day filing requirement.  Rochman also failed to send a copy
          of the August 13D to Heartland.

          E.   Rochman Filed A Deficient Schedule 13D With the Commission

               On September 17, 1996, sixty-three days after Rochman
          purchased more than five percent of Heartlands outstanding
          shares, Rochman filed a second Schedule 13D (the September 13D)
          with the Commission.  Rochmans September 13D failed to disclose
          that 2,000 Heartland shares beneficially owned by Rochman were
          held by him as a member of the Barrett Rochman Family Investment.
          Further, Rochmans September 13D indicated that Rochman had no
          shared dispositive or voting power with respect to Heartland
          securities.  In fact, at that time, Rochman shared voting and
          dispositive power over the 2,000 Heartland shares held by the
          Barrett Rochman Family Investment.  Rochmans September 13D also
          did not contain a complete description of Rochmans Heartland
          purchases during the past sixty days.  In addition, Rochman
          understated the actual number of Heartland shares he beneficially
          owned and had the power to vote in his September 13D.  Rochman
          disclosed in his September 13D beneficial ownership of and sole
          voting power over 53,615 Heartland shares.  In fact, Rochman
          actually owned and had the sole power to vote 55,041 Heartland
          shares as of September 17, 1996.  Finally, Rochman also failed to
          send a copy of the September 13D to Heartland.

          F.   Rochman Failed to Promptly Amend His September 13D

               Rochman failed to promptly amend his September 13D on three
          occasions.  On two of those occasions, Rochman failed to promptly
          amend his September 13D when he purchased or disposed of more
          than 1% of Heartlands outstanding shares.  First, on September
          19, 1996, Rochman purchased 10,000 Heartland shares, or 1.1% of
          Heartlands outstanding shares.  Second, between October 31,
          1996, and February 5, 1997, Rochman purchased a total of 9,500
          Heartland shares, or 1.08% of Heartlands outstanding shares.
          Both of these events triggered a statutory obligation for Rochman
          to promptly file an amended Schedule 13D.  Rochman, however,
          failed to file his first amended Schedule 13D (the First Amended
          13D) disclosing these transactions until April 11, 1997,
          approximately seven months after the first event that required an
          amendment.

               Rochman also failed to promptly amend his September 13D with
          respect to his intention to run for Heartlands board of
          directors.  In a letter to Heartland dated March 27, 1997,
          Rochman requested that Heartland select him as a management
          nominee to Heartlands board.  Rochman, however, did not disclose
          his intention to seek board membership until he filed his First
          Amended 13D more than two weeks later.

                                         IV.

                                   LEGAL ANALYSIS

                Section 13(d)(1) of the Exchange Act and Rule 13d-1
          thereunder require any person who acquires, directly or
          indirectly, the beneficial ownership of more than five percent of
          any equity security of an issuer to file with the Commission,
          within ten days after such acquisition, a statement containing
          the information required by Schedule 13D.  17 C.F.R.  240.13d-
          1(a).  Schedule 13D provides the form and describes certain
          required information to be included in statements filed pursuant
          to Section 13(d)(1) and Rule 13d-1(a).  17 C.F.R.  240.13d-101.
          As described above, Rochman filed his August 13D after Section
          13(d)s ten-day filing requirement, and his September 13D failed
          to provide all of the required information.  Finally, Rochman
          failed to send copies of his first two Schedules 13D to Heartland
          as required by Section 13(d)(1) and Rule 13d-7.
                Section 13(d)(2) of the Exchange Act and Rule 13d-2
          thereunder require that amendments to Schedule 13D be promptly
          filed if any material change occurs to the facts set forth in the
          Schedule 13D.  17 C.F.R.  240.13d-2(a).  An acquisition or
          disposition in an amount equal to one percent or more of the
          reporting persons beneficial ownership of specified securities
          is deemed material for purposes of Rule 13d-2.  Id.  Rochman
          violated Section 13(d)(2) of the Exchange Act and Rule 13d-2
          thereunder by failing to promptly amend his September 13D after
          acquiring and/or disposing of more than one percent of
          Heartlands outstanding shares on two separate occasions.  In
          addition, Rochman also violated Section 13(d)(2) of the Exchange
          Act and Rule 13d-2 thereunder by failing to promptly amend his
          September 13D disclosing his intention to run for Heartlands
          board of directors.

                                         V.

                                      FINDINGS

               As a result of the conduct set forth above, the Commission
          finds that Rochman violated Section 13(d) of the Exchange Act,
          and Rules 13d-1, 13d-2 and 13d-7 thereunder.

                                         VI.

                                        ORDER

               Based on the foregoing, the Commission deems it appropriate
          to accept the Offer and impose the sanctions specified therein.

               Accordingly, IT IS HEREBY ORDERED, pursuant to Section 21C
          of the Exchange Act, that Rochman cease and desist from
          committing or causing any violation and any future violation of
          Section 13(d) of the Exchange Act and Rules 13d-1, 13d-2 and 13d-
          7 thereunder.

               By the Commission.

                                                  Jonathan G. Katz
                                                  Secretary