Exhibit 99.1 The Issuer's 2004 Proxy Statement.

                           HEARTLAND BANCSHARES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 17, 2004


      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 17, 2004, 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 2007 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 22, 2004, 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 29, 2004
Franklin, Indiana


                            (ANNUAL REPORT ENCLOSED)


<PAGE>






                                 PROXY STATEMENT

                        ANNUAL MEETING OF SHAREHOLDERS OF
                           HEARTLAND BANCSHARES, INC.

                                  May 17, 2004


      This Proxy  Statement is being furnished to shareholders on or about March
29,  2004,  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 17, 2004, 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 22, 2004, 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:  2004 - J. Michael Jarvis,  Robert  Richardson and
Patrick A. Sherman;  2005 - Steve Bechman and Gordon R. Dunn;  and 2006 - Sharon
Acton, Jeffrey L. Goben and John Norton.

      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 J.  Michael
Jarvis, Robert Richardson and Patrick A. Sherman, 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 22, 2004,
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,                                               Percent of
         Present Principal                   Shares Beneficially   Common Shares
         Occupation and Age                         Owned           Outstanding
         ------------------                         -----           -----------


      Sharon Acton1                                   15,4552           1.10%
      Retired
      Age 57

      Steve Bechman                                   66,0153           4.62
      President and Chief Executive Officer of
        the Company and Bank
      Age 52

      Gordon R. Dunn                                  35,4594           2.52
      Retired
      Age 82

      Jeffrey L. Goben                                50,6825           3.56
      Executive Vice President and Chief Operating
       Officer of the Company and Bank
      Age 51

      J. Michael Jarvis6*                             25,6907           1.82
      Owner and Consultant to Jarvis Enterprises
      (Real estate venture)
      Age 61

      John Norton8                                    22,0789           1.57
      President and Owner, Norton Farms, Inc.
      Age 56




<PAGE>

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

      Robert Richardson*                               19,12910         1.36
      Vice President, General Manager Meridian IQ
       (logistics company)
      Age 42

      Patrick A. Sherman*                              21,33311         1.51
      President and Part Owner, Sherman &
        Armbruster P.C. (a public accounting firm)
      Age 56

      All Directors and Executive Officers
      as a group (12 persons)                         297,74912,13     18.86%

*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
      34,146  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,  1,401  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
      28,633  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  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.
13    Does not include  4,500 shares Mr.  Bechman may acquire,  4,500 shares Mr.
      Goben may acquire or 11,100  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>


                            Compensation of Directors

      During 2003,  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.

The Board of  Directors  in January 2003 also amended the 1997 Stock Option Plan
for Nonemployee Directors,  and correspondingly amended all option grants to the
non-employee  directors  that were  then  outstanding  under  that  plan.  These
amendments  eliminated the termination or expiration provisions of that plan; as
a result of the January 2003 amendment, options that were granted under the 1997
plan will not  become  null or void  under any  circumstance  prior to the tenth
anniversary of the date of option grant. The January 2003 amendments to the 1997
plan also made  certain  other  technical  changes to the 1997 plan (and options
outstanding  thereunder)  to conform those  provisions to the  provisions of the
2003 Stock Option Plan for Nonemployee Directors. The January 2003 amendments to
the 1997  non-employee  director plan did not change the number of shares or the
exercise price of any of the options that were outstanding under that plan.



<PAGE>


                             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 2003
exceeded $100,000.

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

     Steve Bechman,     2003   $126,500     $ 0         7,500         $ 30,082 1
          Chief         2002   $126,500     $ 0             0         $ 30,082 1
     Executive Officer  2001   $126,500     $ 0             0         $ 29,749 1

                        2003   $ 102,000    $ 0          7,500        $ 23,508 2
       Jeff Goben,      2002   $ 102,000    $ 0              0        $ 23,508 2
        Executive       2001   $  99,000    $ 0              0        $ 23,236 2
     Vice President


      1 Includes $29,301 for 2003, 2002 and 2001 that the Company contributed to
      a defined  benefit  retirement  plan in favor of Mr.  Bechman and $781 for
      2003, $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 2003, 2002 and 2001 that the Company contributed to
      a defined benefit retirement plan in favor of Mr. Goben and $622 for 2003,
      $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.

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

     No option  exercises  occurred  during 2003. The following table sets forth
information  with  respect to the value of options  held by Mr.  Bechman and Mr.
Goben as of December 31, 2003.



                                  Number of           Value of Unexercised
                                 Unexercised       In-the-Money Options/SARs
                               Options/SARs at       at Fiscal Year-End ($)
                                   Fiscal
                                Year-End (#)
           Name             Exercisable/Unexercisab  Exercisable/Unexercisable
           ----             -----------------------  -------------------------
       Steve Bechman            34,146/4,500             51,560 / 6,795
        Jeff Goben              28,633/4,500             43,236 / 6,795





<PAGE>


                   Certain Relationships And Related Transactions

      During 2003, 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 2003.  Although it is anticipated that Crowe Chizek will be selected,
the Audit Committee has not yet considered the appointment of auditors for 2004.
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.