99.1 The Issuer's 2003 Proxy Statement.

                           HEARTLAND BANCSHARES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 5, 2003


      The Annual Meeting of Shareholders of Heartland  Bancshares,  Inc. will be
held at the Hillview Country Club, 1800 E. King Street, Franklin, Indiana 46131,
on Monday, May 5, 2003, at 6:30 p.m., local time, for the following purposes:

      1.    To elect three  Directors to hold office until the Annual Meeting of
            Shareholders in the year 2006 and until their successors are elected
            and have qualified.

      2.    To  transact  such other  business as may  properly  come before the
            meeting.

      Holders of record of Common Shares of Heartland Bancshares,  Inc. at the
close of business on March 10, 2003,  are entitled to notice of and to vote at
the Annual Meeting.  Appetizers and beverages will be served.


      SHAREHOLDERS   ARE   INVITED  TO  ATTEND  THE   MEETING  IN  PERSON.   ALL
SHAREHOLDERS,  EVEN IF  THEY  PLAN TO  ATTEND  THE  MEETING,  ARE  REQUESTED  TO
COMPLETE,  SIGN AND DATE THE  ACCOMPANYING  PROXY AND RETURN IT  PROMPTLY IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.


                                          By Order of the Board
                                          of Directors


                                          STEVE BECHMAN
                                          President   and   Chief    Executive
                                          Officer
March 28, 2003
Franklin, Indiana


                            (ANNUAL REPORT ENCLOSED)


<PAGE>






                               PROXY STATEMENT

                      ANNUAL MEETING OF SHAREHOLDERS OF
                           HEARTLAND BANCSHARES, INC.

                                 May 5, 2003


      This Proxy  Statement is being furnished to shareholders on or about March
28,  2003,  in  connection  with the  solicitation  by the Board of Directors of
Heartland  Bancshares,  Inc. (the  "Company"),  420 N. Morton Street,  Franklin,
Indiana 46131,  of proxies to be voted at the Annual Meeting of  Shareholders to
be held at 6:30 p.m.,  local time, on Monday,  May 5, 2003, at Hillview  Country
Club, 1800 E. King Street,  Franklin,  Indiana 46131.  The Company is the parent
holding company for Heartland Community Bank.

      At the close of business on March 10, 2003, the record date for the Annual
Meeting,  there were 1,394,172 Common Shares outstanding and entitled to vote at
the Annual Meeting.  On all matters,  including the election of Directors,  each
shareholder will have one vote for each share held.

      If  the  enclosed  form  of  proxy  is  executed  and  returned,   it  may
nevertheless  be revoked at any time insofar as it has not been  exercised.  The
proxy may be revoked by either (a) filing with the  Secretary  (or other officer
or agent of the Company  authorized to tabulate votes) (i) a written  instrument
revoking the proxy or (ii) a  subsequently  dated proxy,  or (b)  attending  the
Annual Meeting and voting in person.  Unless revoked, the proxy will be voted at
the Annual Meeting in accordance  with the  instructions  of the  shareholder as
indicated on the proxy. If no instructions  are given,  the shares will be voted
as recommended by the Directors.

                                   PROPOSAL 1
                            ELECTION OF DIRECTORS

                                    Nominees

      Three  Directors  are to be elected at the  Annual  Meeting.  The Board of
Directors,  which  currently  consists of eight  members,  is divided into three
classes with the term of one class expiring each year. Generally,  each Director
serves  until the annual  meeting of the  shareholders  held in the year that is
three years after such Director's  election and thereafter until such Director's
successor is elected and has  qualified  or until the earlier of the  Director's
resignation,  disqualification,  removal  or  death.  The  terms of the  current
Directors  expire as  follows:  2003 - Sharon  Acton,  Jeffrey L. Goben and John
Norton; 2004 - J. Michael Jarvis, Robert Richardson and Patrick A.
Sherman; and 2005 - Steve Bechman and Gordon R. Dunn.

      Each  Director  will be  elected by a  plurality  of the votes cast in the
election.  Shares  present  but not  voted for any  nominee  do not  affect  the
determination of whether a nominee has received a plurality of the votes cast.

      It is the intention of the persons named in the accompanying form of proxy
to vote such proxy for the election to the Board of  Directors of Sharon  Acton,
Jeffrey L. Goben and John Norton,  each of whom is now a Director  whose present
term  expires  this year.  Each such  person has  indicated  that he or she will
accept  nomination and election as a Director.  If, however,  any such person is
unable or unwilling to accept nomination or election, it is the intention of the
Board of  Directors  to nominate  such other person as Director as it may in its
discretion  determine,  in which  event the shares  subject to the proxy will be
voted for that person.

THE BOARD OF DIRECTORS  RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE THREE NOMINEES
IDENTIFIED ABOVE (ITEM 1 ON THE PROXY).



<PAGE>




      The following  table  presents  certain  information as of March 10, 2003,
regarding the current  Directors of the Company,  including  the three  nominees
proposed by the Board of Directors for election at this year's  Annual  Meeting.
All of the current  Directors  began  serving on the Board of  Directors  of the
Company during 1997.  Unless  otherwise  indicated in a footnote,  the principal
occupation  of each  Director has been the same for the last five years and such
Director  possesses sole voting and investment powers with respect to the shares
indicated as beneficially owned by such Director.  Unless specified otherwise, a
Director is deemed to share voting and investment  powers over shares  indicated
as held by a  spouse,  children  or  other  family  members  residing  with  the
Director.

             Name,                                    Shares         Percent of
       Present Principal                           Beneficially    Common Shares
       Occupation and Age                             Owned          Outstanding
       ------------------                             -----          -----------

      Sharon Acton1*                                  15,455 2          1.10%
      Retired
      Age 56

      Steve Bechman                                   64,514 3          4.52
      President and Chief Executive Officer of
        the Company and Bank
      Age 51

      Gordon R. Dunn                                  34,994 4          2.48
      Retired
      Age 81

      Jeffrey L. Goben*                               49,182 5          3.46
      Executive Vice President and Chief Operating
       Officer of the Company and Bank
      Age 50

      J. Michael Jarvis6                              25,690 7          1.82
      Owner and Consultant to Jarvis Enterprises
      (Real estate venture)
      Age 60

      John Norton8*                                   22,078 9          1.57
      President and Owner, Norton Farms, Inc.
      Age 55




<PAGE>


      Robert Richardson                               19,129 10         1.36
      President MegaSys, Inc.
       (logistics company)
      Age 41

      Patrick A. Sherman                              21,333 11         1.51
      President and Part Owner, Sherman &
        Armbruster P.C. (a public accounting firm)
      Age 55

      All Directors and Executive Officers
      as a group (12 persons)                        290,901 12, 13    18.50%

*Nominee
1     During  2002,  Ms.  Acton  retired  from her  position  as  Manager of the
      Franklin/Greenwood District of Cinergy/PSI,  where she was employed for 33
      years.
2     Includes  14,718  shares  Ms.  Acton  has the  right to  acquire  upon the
      exercise of stock options.
3     Includes  15,417 shares that Mr. Bechman holds jointly with his spouse and
      32,646  shares that he has the right to acquire upon the exercise of stock
      options.
4     Includes  1,102 shares that Mr. Dunn holds jointly with his spouse,  5,512
      shares held in a trust for which Mr.  Dunn acts as trustee,  931 shares on
      which Mr. Dunn holds voting rights as power of attorney for his family and
      14,718  shares that Mr. Dunn has the right to acquire upon the exercise of
      stock options.
5     Includes  9,879  shares  that Mr.  Goben holds  jointly  with his wife and
      27,133  shares that he has the right to acquire upon the exercise of stock
      options.
6     During  2002,  Mr.  Jarvis  sold his  ownership  in and  retired  from his
      position as president of Power Investments,  Inc., a Franklin based engine
      remanufacturer.
7     Includes 10,972 shares Mr. Jarvis holds jointly with his spouse and 14,718
      shares  Mr.  Jarvis has the right to acquire  upon the  exercise  of stock
      options.
8     Mr. Norton is owner and  president of Norton Farms,  Inc., a grain farming
      operation located in Franklin, Indiana.
9     Includes 110 shares held by Mr. Norton's spouse and 14,718 shares that Mr.
      Norton has the right to acquire upon the exercise of stock options.
10    Includes  14,718 shares that Mr.  Richardson has the right to acquire upon
      the exercise of stock options.
11    Includes  14,718 shares that Mr. Sherman has the right to acquire upon the
      exercise of stock options.
12    Includes  178,248  shares that  Directors and executive  officers have the
      right to acquire upon the exercise of stock options and 44,724 shares held
      jointly with or as custodian for family members.
13    Does not include  6,000 shares Mr.  Bechman may acquire,  6,000 shares Mr.
      Goben may acquire or 14,800  shares other  executive  officers may acquire
      under  stock  options  that  are  not  yet  exercisable  but  will  become
      exercisable upon their continued employment with the Company.

The Board of Directors  consists of six non-employee  directors and two employee
directors.

<PAGE>
                          Committees and Attendance

      The Board of Directors of the Company  held twelve  meetings  during 2002.
The Company's Board of Directors has a Stock Option  Committee but does not have
standing audit, nominating or compensation committees.  The members of the Stock
Option Committee are Directors Acton, Dunn, and Sherman, all of whom are outside
Directors.  The Stock Option  Committee  administers  the  Company's  1997 Stock
Option Plan,  which  provides  for the grant of options to key  employees of the
Company and Bank. The Stock Option Committee met 3 times in 2002.

      All of the members of the Company's  Board of Directors  also serve on the
Bank's Board of Directors.  The Bank's Board of Directors has standing audit and
compensation committees. The members of the Bank's Audit Committee are Directors
Acton,  Norton,  and Sherman.  The Audit Committee,  which met five times during
2002, reviews with the Company's  independent auditors the scope of the audit of
the  Company to be  undertaken  and the  results  of the audit and also  reviews
internal audits. The members of the Compensation  Committee are Directors Acton,
Dunn and Sherman. The Compensation Committee, which met three times during 2002,
sets salaries and bonuses for the President and Chief Executive Officer. Each of
the Directors  attended at least 75 percent of the aggregate  number of meetings
of the Board of Directors of the Company and Bank and the committees on which he
or she served during 2002.

                        Report of the Audit Committee

      Management is responsible for the Corporation's  internal controls and the
financial  reporting  process.  The independent  accountants are responsible for
performing an  independent  audit of the  Corporation's  consolidated  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United States of America and to issue a report  thereon.  The Audit  Committee's
responsibility is to monitor and review these processes.

      In  this  context,  the  Committee  has  met  and  held  discussions  with
management  and  the  independent  accountants.  Management  represented  to the
Committee that the Corporation's consolidated financial statements as of and for
the year ended  December 31, 2002 were  prepared in accordance  with  accounting
principles generally accepted in the United States of America, and the Committee
has  reviewed  and  discussed  these  consolidated   financial  statements  with
management.  The Committee  discussed with the independent  accountants  matters
required  to  be  discussed  by   Statement   on  Auditing   Standards   No.  61
(Communication with Audit Committees).

      The  independent  accountants  also  provided to the Committee the written
disclosures  required  by  Independence  Standards  Board  No.  1  (Independence
Discussions  with  Audit  Committees),  and the  Committee  discussed  with  the
independent accountants that firm's independence.  The Committee also considered
whether the  independent  accountants'  provision of  non-audit  services to the
Corporation is compatible with maintaining that firm's independence.



<PAGE>


Based  upon the  discussions  and  reviews  referred  to  above,  the  Committee
recommended to the Board of Directors that the financial  statements referred to
above be included in the Corporation's Annual Report on Form 10-KSB for the year
ended December 31, 2002.

SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE:

Patrick A. Sherman, Chair
Sharon Acton
John Norton


                         Independent Accountant Fees

Audit Fees

      Crowe,  Chizek  and  Company,  LLP has  audited  the  Company's  financial
statements for the calendar year 2002 that are included in the Company's  annual
report,  which report is being delivered to shareholders  concurrently with this
Proxy  Statement and will be filed with the Securities  and Exchange  Commission
("SEC") as part of the Company's  annual report on Form 10-KSB.  The Company has
paid (or expects to pay) fees to Crowe, Chizek and Company,  LLP (including cost
reimbursements) of $38,950 for its services in connection with the calendar year
2002  audit  and in  connection  with  its  review  of the  Company's  unaudited
financial statements that were included in its quarterly reports on Form 10-QSB,
which reports were filed with the SEC during 2002.

All other fees

      Audit-Related Fees

      The  Company  has paid (or  expects  to pay)  fees to  Crowe,  Chizek  and
      Company,  LLP (including cost  reimbursements) of $1,035 for audit-related
      services rendered during the year 2002,  including  assistance provided to
      FDIC examiners relative to the audit.

      Tax Fees

      The  Company  has paid (or  expects  to pay)  fees to  Crowe,  Chizek  and
      Company,  LLP (including cost  reimbursements)  of $5,375 for tax services
      rendered  during  the  year  2002.  These  services  included  tax  return
      preparation and assistance with estimated tax matters.

      Other Fees

      The  Company  has paid (or  expects  to pay)  fees to  Crowe,  Chizek  and
      Company,  LLP  (including  cost  reimbursements)  of $6,235  for all other
      services rendered during the year 2002. These services included regulatory
      compliance review services.



<PAGE>


                          Compensation of Directors

      During 2002,  non-employee  Directors of the Bank  received $300 per month
(the  Chairman  received  $500 per  month)  regardless  of  attendance  at Board
meetings.  Directors did not receive any additional  compensation for serving on
the Company's Board or on Board committees of the Company or Bank.

      In January  2003,  the Board of Directors of the Company  adopted the 2003
Non-Employee  Director  Stock Option  Plan,  and reserved an aggregate of 50,000
shares of the  Corporation's  authorized  but unissued  common shares for grants
thereunder.  In conjunction  with the adoption of this Plan, the Company's Board
of Directors,  as additional  consideration for the services of its non-employee
members  in 2002 and  prior  years,  awarded  stock  options  to each of the six
non-employee directors with respect to 7,000 shares each (an aggregate of 42,000
shares) at an exercise price of $9.07 per share. The numbers and types of shares
subject to these options, and the exercise price per share, are subject to usual
and customary  adjustment in accordance with the Plan upon certain events. These
options are  exercisable  immediately  and will expire  January 20, 2013, to the
extent not then exercised.

                             EXECUTIVE COMPENSATION

      The following table sets forth information regarding  compensation paid to
the  Company's  Chief  Executive  Officer  and  the  Company's   Executive  Vice
President,  who were the only executive officers whose salary and bonus for 2002
exceeded $100,000.

                           Summary Compensation Table
                                                    Long Term
                                                   Compensation
                            Annual Compensation       Awards
                            -------------------       ------
                                                    Securities
        Name and                                    Underlying
                                                     Options/     All Other
   Principal Position   Year  Salary ($) Bonus ($)  SAR s (#)   Compensation ($)
   ------------------   ----  ---------- ---------  ----------    ------------

     Steve Bechman,     2002  $ 126,500     $ 0            0       $ 30,212 1
          Chief         2001  $ 126,500     $ 0            0       $ 29,749 1
     Executive Officer  2000  $ 126,500     $ 0            0       $      0

       Jeff Goben,      2002  $ 102,000     $ 0            0      $ 23,508 2
        Executive       2001  $  99,000     $ 0            0      $ 23,236 2
        Vice President  2000  $  97,000     $ 0            0      $      0


      1 Includes  $29,301  for 2002 and 2001 that the Company  contributed  to a
      defined benefit  retirement plan in favor of Mr. Bechman and $781 for 2002
      and $448 for 2001 of economic benefit of premiums paid by the Company with
      respect to term life  insurance  for the  benefit of Mr.  Bechman  under a
      split-dollar life insurance agreement between the Company and Mr. Bechman.

      2 Includes  $22,886  for 2002 and 2001 that the Company  contributed  to a
      defined  benefit  retirement  plan in favor of Mr. Goben and $622 for 2002
      and $350 for 2001 of economic benefit of premiums paid by the Company with
      respect  to term life  insurance  for the  benefit  of Mr.  Goben  under a
      split-dollar life insurance agreement between the Company and Mr.
      Goben.

<PAGE>


                       Aggregated Option/SAR Exercises In
                      Last Fiscal Year and Fiscal Year-End
                                Option/SAR Values

      No option exercises occurred during 2002. The following table sets
forth information with respect to the value of options held by Mr. Bechman
and Mr. Goben as of December 31, 2002.


                            Number of Unexercised      Value of Unexercised
                           Options/SARs at Fiscal  In-the-Money Options/SARs at
                                Year-End (#)            Fiscal Year-End ($)

          Name            Exercisable/Unexercisable  Exercisable/Unexercisable
          ----            -------------------------  -------------------------
       Steve Bechman            32,646/6,000                 0 / 0
        Jeff Goben              27,133/6,000                 0 / 0


                Certain Relationships And Related Transactions

      During 2002, the Bank had, and the Bank expects to continue to have in the
future,  banking transactions in the ordinary course of business with Directors,
officers and principal  shareholders of the Company and their associates.  These
transactions have been made on substantially the same terms,  including interest
rates,  collateral  and  repayment  terms  on  extensions  of  credit,  as those
prevailing at the same time for comparable  transactions with others and did not
involve more than the normal risk of collectibility or present other unfavorable
features.

                           APPOINTMENT OF AUDITORS

      Crowe,  Chizek and Company LLP ("Crowe Chizek") served as auditors for the
Company in 2002.  Although it is anticipated that Crowe Chizek will be selected,
the Audit Committee has not yet considered the appointment of auditors for 2003.
Representatives of Crowe Chizek will be present at the Annual Meeting, will have
the  opportunity  to  make a  statement  if  they  desire  to do so and  will be
available to respond to appropriate questions.

                      PRINCIPAL OWNERS OF COMMON SHARES

      According  to a statement on Schedule  13G filed with the  Securities  and
Exchange  Commission by such  beneficial  owners on January 28, 2003,  Hot Creek
Investors,  LP, PO Box 3178,  Gardnerville,  Nevada  89410,  and its  associates
beneficially  owned  109,300 of the  Company's  Common  Shares as of January 28,
2003, which  represented 7.8% of the Company's  outstanding  Common Shares as of
such date.  According to a statement  on Schedule 13D filed with the  Securities
and Exchange  Commission by such beneficial  owners on December 18, 2002,  Riggs
Partners,  LLC, 3045 Central  Avenue,  Wester Springs,  Illinois 30538,  and its
associates  beneficially  owned  98,353  of the  Company's  Common  Shares as of
December 18, 2002, which represented 7.06% of the Company's  outstanding  Common
Shares  as of  such  date.  To the  best  of  the  knowledge  of  the  Company's
management,  no other person or group  beneficially owned more than five percent
of the Company's outstanding Common Shares as of March 10, 2003.

<PAGE>

                                OTHER MATTERS

      The  Board  of  Directors  knows of no  matters,  other  than the  matters
reported  above,  that are to be brought  before the  Annual  Meeting.  If other
matters properly come before the Annual Meeting, however, it is the intention of
the persons named in the enclosed form of proxy to vote such proxy in accordance
with their judgment on such matters.

                                    EXPENSES

      All expenses in connection with this solicitation of proxies will be borne
by the Company.

                                  HOUSEHOLDING

      The Company  intends to satisfy the  delivery  requirements  for proxy and
information  statements with respect to two or more security holders sharing the
same address by delivering a single proxy statement or information  statement to
those security holders.  Shareholders may obtain additional  material if desired
by contacting the Company in writing at 420 N. Morton Street, Franklin,  Indiana
46131.