# HEARTLAND BANCSHARES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2005

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 16, 2005, at
6:30 p.m., local time, for the following purposes:

| | 1. | To elect two Directors to hold office until the Annual Meeting of Shareholders
               in the year 2008 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 18, 2005,
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.

|April 15, 2005
Franklin, Indiana | By Order of the Board
of DirectorsSTEVE BECHMAN
President and Chief Executive Officer
|-------------------------------- | -------------------------------------------------------------------------------------

(ANNUAL REPORT ENCLOSED)

# PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF
HEARTLAND BANCSHARES, INC.
May 16, 2005

This Proxy Statement is being
furnished to shareholders on or about April 15, 2005, 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 16, 2005, 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 18, 2005, the record date for the Annual Meeting, there were 1,407,646
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 DIRECTORSNominees

Two Directors are to be elected
at the Annual Meeting. The Board of Directors, which currently consists of seven
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: 2005  Steve Bechman and Gordon R. Dunn; 2006  Sharon Acton,
Jeffrey L. Goben and John Norton; and 2007  J. Michael Jarvis and Patrick
A. Sherman.

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 Steve Bechman and Gordon R. Dunn, each of
whom is now a Director whose present term expires this year. Each such person
has indicated that he 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).

The following table presents
certain information as of March 18, 2005, regarding the current Directors of the
Company, including the two 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,
Present Principal
Occupation and Age   | Shares Beneficially
Owned |  | Percent of
Common Shares
Outstanding
|-------------------------------------------- | ------------------------- |  | ------------------------------------
|                                            
|Sharon Acton1                                |                           |  | 15,455                              
|Retired                                      |                           | 
|Age 58                                       |                           | 
|                                            
|Steve Bechman*                               |                           |  | 67,515                              
|President and Chief Executive Officer of     |                           | 
|the Company and Bank                         |                           | 
|Age 53                                       |                           | 
|                                            
|Gordon R. Dunn*                              |                           |  | 34,380                              
|Retired                                      |                           | 
|Age 83                                       |                           | 
|                                            
|Jeffrey L. Goben                             |                           |  | 52,184                              
|Executive Vice President and Chief Operating |                           | 
|Officer of the Company and Bank              |                           | 
|Age 52                                       |                           | 
|                                            
|J. Michael Jarvis6                           |                           |  | 25,690                              
|Owner and Consultant to Jarvis Enterprises   |                           | 
|(Real estate venture)                        |                           | 
|Age 62                                       |                           | 
|                                            
|John Norton                                  |                           |  | 22,078                              
|President and Owner, Norton Farms, Inc.      |                           | 
|Age 57                                       |                           | 
|                                            
|Patrick A. Sherman                           |                           |  | 21,333                              
|President and Part Owner, Sherman &          |                           | 
|Armbruster P.C. (a public accounting firm)   |                           | 
|Age 57                                       |                           | 
|                                            
|All Directors and Executive Officers         |                           | 
|as a group (12 persons)                      |                           |  | 261,324                             

---

*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
35,646 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, 1,422 shares held by Mr.
Dunns spouse 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 30,133 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 | 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.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

| | 9 | Includes 14,718 shares that Mr. Sherman has the right to acquire upon the
exercise of stock options.
| | - | ----------------------------------------------------------------------------------------------------

| | 10 | Includes 184,948 shares that Directors and executive officers have the right to
acquire upon the exercise of stock options and 45,219 shares held jointly with
or as custodian for family members.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 11 | Does not include 3,000 shares Mr. Bechman may acquire, 3,000 shares Mr. Goben
may acquire or 3,600 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 five non-employee directors and two employee directors.

# Compensation of Directors

During 2004, non-employee
Directors of the Bank received $500 per month (the Chairman received $750 per
month) regardless of attendance at Board meetings. Directors also received $100
for attendance at meetings of the Bank Loan Committee and $50 for attendance at
all other Company or Bank committee meetings.

# 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 2004 exceeded $100,000.

Summary Compensation Table

|                            |  | Annual Compensation |      | Long TermCompensationAwards
|--------------------------- |  | ------------------- | ---- | ---------------------------
|
|                           
|Steven L. Bechman, Chief    |  |                     | 2004 |                            
|Executive Officer           |  |                     | 2003 |                            
|                            |  |                     | 2002 |                            
|                           
|Jeffrey L. Goben, Executive |  |                     | 2004 |                            
|Vice President              |  |                     | 2003 |                            
|                            |  |                     | 2002 |                            

|1 | Includes $33,234 for 2004 and $29,301 for 2003, and 2002 that the Company
contributed to a defined benefit retirement plan in favor of Mr. Bechman and
$898 for 2004 and $781 for 2003 and 2002 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 $26,305 for 2004 and $22,886 for 2003 and 2002 that the Company
contributed to a defined benefit retirement plan in favor of Mr. Goben and $596
for 2004 and $622 for 2003 and 2002 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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

No option exercises occurred
during 2004. The following table sets forth information with respect to the
value of options held by Mr. Bechman and Mr. Goben as of December 31,
2004.

|Name              |  | Number of Unexercised
Options/SARs at Fiscal
Year-End (#)
Exercisable/Unexercisable |                | Value of Unexercised
In-the-Money Options/SARs at
Fiscal Year-End ($)
Exercisable/Unexercisable
|----------------- |  | ----------------------------------------------------------------------------------- | -------------- | -----------------------------------------------------------------------------------------------
|                 
|Steven L. Bechman |  |                                                                                     | 35,646 / 3,000 |                                                                                                
|Jeffrey L. Goben  |  |                                                                                     | 20,133 / 3,000 |                                                                                                

# Certain Relationships And Related Transactions

During 2004, 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 LLC
(Crowe Chizek) served as auditors for the Company in 2004. Although
it is anticipated that Crowe Chizek will be selected, the Audit Committee has
not yet considered the appointment of auditors for 2005. 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.

# 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.