SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB
                   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR
                 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000

                                OR

               [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from      to

Commission File Number: 333-32245

                           HEARTLAND BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

Indiana                                                35-2017085
(State or Other Jurisdiction of Incorporation          (IRS Employer Id. No.)
 or Organization)

420 North Morton Street
Franklin, Indiana                                      46131
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:    (317) 738-3915

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes    X     No
                                        -----      -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Rule 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in part III of this FORM 10-KSB or any  amendment to
this FORM  10-KSB.    X
                    -----

Aggregate  market  value of common  stock  held by  non-affiliates
computed  by reference  to the sale  price of such  stock as of
March  20,  2001 of $7.50 per share                                 $ 9,149,940

Shares of common stock outstanding as of March 20, 2001:              1,328,194



<PAGE>


DOCUMENTS INCORPORATED BY REFERENCE:
1. Portions of the Annual Report to Shareholders of Heartland  Bancshares,  Inc.
   for the year ended  December  31,  2000,  to the extent  stated  herein,  are
   incorporated by reference from Exhibit 13 into Parts I and II.
2. Portions of the Proxy Statement of Heartland Bancshares,  Inc. for the Annual
   Meeting of its  Shareholders  to be held April 23, 2001, to the extent stated
   herein, are incorporated by reference from Exhibit 99.1 into Part III.



<PAGE>




                          FORM 10-KSB TABLE OF CONTENTS

PART I                                                                     Page


Item  1.  Description of Business                                             4
Item  2.  Description of property                                            15
Item  3.  Legal Proceedings                                                  15
Item  4.  Submission of Matters to a Vote of Security Holders                15

PART II

Item  5.  Market for Registrant's Common Equity and
          Related Stockholder Matters                                        16
Item  6.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations                                16
Item  7.  Financial Statements and Supplementary Data                        16
Item  8.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                                16

PART III

Item  9.  Directors Executive Officers Promoters and Control
          Persons of Heartland                                               17
Item 10.  Executive Compensation                                             17
Item 11.  Security Ownership of Certain Beneficial Owners
          and Management                                                     18
Item 12.  Certain Relationships and Related Transactions                     18
Item 13.  Exhibits and Reports on Form 8-K                                   19

Signatures                                                                   20



<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS  (Dollar  amounts are in thousands,  except per
share data.)

GENERAL

Heartland   Bancshares,   Inc.   (Heartland)  is  a  one-bank   holding  company
incorporated  May 27, 1997.  Heartland  raised  approximately  $11,731 in equity
capital  through the sale of  1,328,194  shares of  Heartland's  common stock at
$9.52 per share, net of underwriting discounts and offering costs. Proceeds were
used to capitalize  Heartland  Community  Bank (the Bank),  Heartland's  primary
asset, a wholly-owned banking subsidiary, an Indiana-chartered  commercial bank.
The Bank received  regulatory approval to open in the fall of 1997 and commenced
banking operation December 17, 1997.

The Bank operates from offices located in Franklin, Greenwood, and Bargersville,
Indiana.  As of  December  31,  2000,  the  Bank  had 68  full  time  equivalent
employees.  The Bank utilizes a leased employee  arrangement  with a third party
company,  where by all  employees  are  leased to the Bank from the third  party
company.  The arrangement  allows for employees to participate in group benefits
of the third  party  company.  The third  party  company  also  administers  the
majority of human  resource  activities  including  payroll,  payroll  taxes and
policy  administration.  Heartland  has no full  time  employees.  Heartland  is
subject to regulation by the Federal Reserve Board.

Heartland is subject to regulation by the Federal Reserve Board.

The Bank's  deposits are insured to the maximum  extent  permitted by law by the
Federal  Deposit  Insurance   Corporation   (FDIC).   The  Bank  is  subject  to
comprehensive regulation,  examination and supervision by the Indiana Department
of Financial Institutions ("DFI") and the FDIC.

The business of the Bank  consists  primarily of  attracting  deposits  from the
general public,  originating  commercial,  residential  real estate and consumer
loans and purchasing  certain investment  securities.  The Bank in November 1999
opened a  full-service  brokerage  department  in order to sell mutual funds and
other non-deposit  investment  products and in January 2000 opened a certificate
of deposit brokerage program.

Consumer loans include,  among others, new and used automobile and other secured
and  unsecured  personal  loans.  Heartland  originates  adjustable  rate  first
mortgage loans, second mortgage loans and home equity lines of credit secured by
single-family  homes.  Heartland  offers  commercial loans to area businesses in
addition to new home construction loans and business lines of credit.

Additional   information  regarding  Heartland  and  the  Bank  is  included  in
Heartland's  Annual Report to Shareholders  for 2000,  which is filed as Exhibit
13.

                                                                               4

<PAGE>


SERVICE AREA

The Bank's primary service area is Johnson County,  Indiana.  Johnson County was
ranked the third  fastest  growing  County in  Indiana  since 1990 by the United
States  Census  Bureau in the 2000 census.  Census data may be obtained from the
Census  Bureau  Internet  site  WWW.Census.gov.   The  majority  of  Heartland's
customers reside in Johnson County,  particularly in the northern  two-thirds of
the county, which accounts for over 88% of the county's population, according to
the 1990 U.S. Census.  The Bank has one branch in Franklin and two in Greenwood,
which are the two largest cities in the county, and a branch in Bargersville, in
southwestern Johnson County.

COMPETITION

Heartland and the Bank face strong  competition  for  deposits,  loans and other
financial services from numerous Indiana and out-of-state banks, thrifts, credit
unions and other financial  institutions as well as other entities which provide
financial services,  including consumer finance companies,  securities brokerage
firms,  mortgage brokers,  equipment  leasing  companies,  insurance  companies,
mutual funds and other lending sources and investment alternatives.  Some of the
financial institutions and financial services organizations with which Heartland
competes are not subject to the same degree of regulation as Heartland.  Many of
the  financial  institutions  aggressively  compete for business in  Heartland's
market areas.  Many of these  competitors  have been in business for many years,
have established  customer bases, have substantially  higher lending limits than
Heartland,  are larger and will be able to offer certain services that Heartland
does not currently offer, including international banking services. In addition,
most of these entities have greater  capital  resources than  Heartland,  which,
among  other  things,  may allow them to price  their  services  at levels  more
favorable to the customer and to provide  larger  credit  facilities  than could
Heartland.

REGULATION AND SUPERVISION OF HEARTLAND

Heartland  is a bank  holding  company  within the  meaning of the Bank  Holding
Company Act of 1956,  as amended  ("BHCA"),  and is  registered as such with the
Board of Governors of the Federal Reserve System ("Federal Reserve").  Heartland
is examined,  regulated and supervised by the Federal Reserve and is required to
file annual reports and other information  regarding its business and operations
and the business and operations of its  subsidiaries  with the Federal  Reserve.
The Federal Reserve has the authority to issue cease and desist orders against a
bank holding company if it determines  that  activities  represent an unsafe and
unsound practice or a violation of law.

Under the BHCA, a bank holding company is, with limited  exceptions,  prohibited
from  acquiring  direct or indirect  ownership or control of voting stock of any
company  which  is not a bank and  from  engaging  in any  activity  other  than
managing or controlling  banks. A bank holding company may, however,  own shares
of a company engaged in activities that the Federal Reserve has determined to be
so closely related to banking or managing or controlling banks as to be a proper
incident  thereto.  Under  the  amendments  to the  BHCA  made  in  1999  by the
Gramm-Leach-Bliley  Act, a bank holding company  meeting  certain  financial and
other  requirements may elect to be treated as a "financial holding company" and
engage  in  or  own  shares  of  companies   that  are  engaged  in,   insurance
underwriting,  securities  underwriting,  merchant banking,  and other financial
services  activities.  Heartland  has not  elected to be treated as a  financial
holding company.

Dollar amounts in thousands except per share data.
                                                                               5

<PAGE>

Acquisitions by Heartland of banks and savings  associations are also subject to
regulation. Any acquisition by Heartland of more than five percent of the voting
stock of any bank requires prior approval of the Federal Reserve.

A bank holding  company and its  subsidiaries  are  prohibited  from engaging in
certain tie-in  arrangements  in connection  with the extension of credit or the
provision of any property or service.  With certain  exceptions,  a bank holding
company, a bank, and a subsidiary or affiliate  thereof,  may not extend credit,
lease or sell property or furnish any services or fix or vary the  consideration
for the foregoing on the condition  that (i) the customer must obtain or provide
some additional  credit,  property or services from, or to, any of them, or (ii)
the  customer  may not obtain  some other  credit,  property  or service  from a
competitor, except to the extent reasonable conditions are imposed to assure the
soundness of credit extended.

REGULATION AND SUPERVISION OF THE BANK

The Bank is  supervised,  regulated  and  examined  by the DFI  and,  as a state
nonmember  bank,  by the FDIC. A cease and desist order may be issued by the DFI
and FDIC against the Bank if the respective  agency finds that the activities of
the Bank represent an unsafe and unsound banking practice or violation of law.
The deposits of the Bank are insured by the FDIC.

Branching by banks in Indiana is subject to the  jurisdiction,  and requires the
prior approval of, the Bank's primary federal regulatory  authority and the DFI.
Under Indiana law, the Bank may branch anywhere in the state.

Heartland is a legal  entity  separate  and  distinct  from the Bank.  There are
various  legal  limitations  on the extent to which the Bank can supply funds to
Heartland.  The principal source of Heartland's funds consists of dividends from
the Bank.  State and federal laws restrict the amount of dividends  which may be
paid by banks. In addition,  the Bank's  regulators in March 2001 asked that the
Bank sign a regulatory agreement, which, among other provisions,  would prohibit
the Bank from paying  dividends to Heartland  under  certain  circumstances,  as
described in Heartland's 2000 Annual Report to Shareholders  attached as Exhibit
13 under the caption "Capital Adequacy" in "Management's Discussion and Analysis
of Financial Condition and Results of Operations," which captioned discussion is
incorporated  herein by reference.  In addition,  the Bank is subject to certain
restrictions imposed by the Federal Reserve on extensions of credit to Heartland
or any of its  subsidiaries,  or investments in the stock or other securities as
collateral for loans.

The  commercial  banking  business  is  affected  not only by  general  economic
conditions  but  also by the  monetary  policies  of the  Federal  Reserve.  The
instruments  of monetary  policy  employed by the  Federal  Reserve  include the
discount  rate on member  bank  borrowing  and  changes in reserve  requirements
against  member bank  deposits.  Federal  Reserve  monetary  policies have had a
significant  effect on the operating results of commercial banks in the past and
are expected to continue to do so in the future. In view of changing  conditions
in the  national  economy  and in the money  markets,  as well as the  effect of
actions by  monetary  fiscal  authorities,  including  the Federal  Reserve,  no
prediction can be made as to possible future changes in interest rates,  deposit
levels, loan demand or the business and earnings of the Registrant and the Bank.

Dollar amounts in thousands except per share data.
                                                                               6
<PAGE>

Forward-Looking Statements

This Form 10-KSB and future  filings made by Heartland  with the  Securities and
Exchange Commission,  as well as other filings,  reports and press releases made
or issued by  Heartland  and the Bank,  and oral  statements  made by  executive
officers of Heartland and the Bank, include forward-looking  statements relating
to such  matters as (a)  assumptions  concerning  future  economic  and business
conditions  and their  effect on the  economy in general  and on the  markets in
which the Bank do business, (b) expectations  regarding revenues,  expenses, and
earnings  for  Heartland  and the Bank,  (c) the  impact  of  future or  pending
acquisitions,  (d) deposit and loan  volume,  and (e) new  products or services.
Such forward-looking  statements are based on assumptions rather than historical
or current facts and, therefore, are inherently uncertain and subject to risk.

To comply with the terms of a "safe harbor"  provided by the Private  Securities
Litigation  Reform Act of 1995 that protects the making of such  forward-looking
statements  from liability under certain  circumstances,  Heartland notes that a
variety  of factors  could  cause the actual  results  or  experience  to differ
materially  from the  anticipated  results or other  expectations  described  or
implied by such forward-looking  statements.  These risks and uncertainties that
may affect the operations,  performance,  development and results of Heartland's
business include, but are not limited to, the following: (a) the risk of adverse
changes in  business  and  economic  conditions  generally  and in the  specific
markets in which the Bank operate which might  adversely  affect credit  quality
and deposit and loan activity;  (b) the risk of rapid  increases or decreases in
interest rates,  which could adversely affect Heartland's net interest margin if
changes in its cost of funds do not  correspond to the changes in income yields;
(c) possible  changes in the legislative and regulatory  environment  that might
negatively impact Heartland and the Bank through increased operating expenses or
restrictions  on growth or  authorized  activities,  including the impact of the
restrictions  that the  Bank's  regulators  have  sought to impose on the Bank's
asset  growth and the level of its  capital as  described  in  Heartland's  2000
Annual  Report  to  Shareholders   under  the  caption  "Capital   Adequacy"  in
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations", which captioned discussion is incorporated herein by reference; (d)
the possibility of increased  competition from other financial and non-financial
institutions;  (e) the risk  that  borrowers  may  misrepresent  information  to
management of the Bank, leading to loan losses, which is an inherent risk of the
activity of lending  money;  and (f) other risks  detailed  from time to time in
Heartland's filings with the Securities and Exchange  Commission.  Heartland and
the Bank do not undertake any obligation to update or revise any forward-looking
statements subsequent to the date on which they are made.

Dollar amounts in thousands except per share data.
                                                                               7
<PAGE>


Selected Financial Data

The  information  presented  below  should  be  read  in  conjunction  with  the
consolidated financial statements, which are incorporated by reference into Item
7 of this Report from Exhibit 13, and  "Management's  Discussion and Analysis of
Financial  Condition  and  Results  of  Operations,"  which is  incorporated  by
reference into Item 6 of this Report from Exhibit 13.

<TABLE>
<CAPTION>
                                                                         May 27,
                                                                            1997
                                                                     (inception)
                     Year Ended    Year Ended    Year Ended      through
                    December 31,  December 31,  December 31,   December 31,
                        2000         1999          1998           1997
                        ----         ----          ----           ----
<S>                 <C>           <C>           <C>            <C>
Income Statement Data:
Total interest
  income ........   $    12,476   $     7,478   $     3,140    $       165
Total interest
  expense .......         6,347         3,612         1,307             12
                    -----------   -----------   -----------    -----------
Net interest
  income ........         6,129         3,866         1,833            153
Provision for
  loan losses ...         1,744           656           700             46
Noninterest
  income ........           767           297            56           --
Noninterest
  expense .......         3,929         2,352         1,817            347
Provision for
  income taxes ..           472           182          --             --
                    -----------   -----------   -----------    -----------
Net income/
  (loss) ........   $       751   $       973   $      (628)   $      (240)
                    ===========   ===========   ===========    ===========
Net income/(loss)
  per share .....           .57   $       .73   $      (.48)   $      (.18)
Average shares ..     1,328,194     1,328,194     1,328,194      1,328,194

</TABLE>
<TABLE>
<CAPTION>
                          At             At             At             At
                      December 31,   December 31,   December 31,   December 31,
                         2000           1999           1998           1997
                         ----           ----           ----           ----
<S>                   <C>            <C>            <C>            <C>
Balance Sheet Data:
Total Assets ......   $   164,916    $   110,139    $    64,660    $    14,519
Loans, Net
  of Allowance
  for Loan Losses .       129,882         89,680         48,700          3,912
Demand & Savings
  Deposits ........        64,598         38,135         17,738          1,591
Time Deposits .....        74,622         50,384         35,016            488
Stockholders'
  Equity ..........        12,658         11,643         10,916         11,504
Book Value Per
  Share ...........   $      9.53    $      8.76    $      8.22    $      8.66
Equity to Asset
  Ratio ...........          7.68%         10.57%         16.88%         79.23%

</TABLE>

Dollar amounts in thousands except per share data.
                                                                               8
<PAGE>


AVERAGE  BALANCES,  INCOME,  EXPENSES AND RATES. The following tables depict for
the years ended December 31, 2000, 1999 and 1998, certain information related to
Heartland's  average balance sheets and its average yields on assets and average
costs of  liabilities.  Such yields are derived by dividing income or expense by
the average balance of the corresponding assets or liabilities. Average balances
have been derived from daily averages.


<TABLE>
<CAPTION>
                                Year Ended              Year Ended
                               December 31,            December 31,
                                   2000                   1999
                              Average/  Yield/      Average/   Yield/
                               Balance   Rate        Balance    Rate
                               -------   ----        -------    ----
<S>                           <C>         <C>        <C>         <C>
Interest earning assets
   Federal funds sold         $  3,409    5.75%      $  1,818    5.28%
   Taxable securities           16,435    6.79         12,057    6.00
   Non-taxable
     securities                    669    3.74            605    3.64
   Loans                       113,182    9.84         72,340    9.17
                               -------               --------
Total interest earning
   assets                     $133,695    9.33       $ 86,820    8.61
                              ========               ========


Interest bearing liabilities
   Interest-bearing demand,
     Money Market and
     Savings Deposits         $ 37,843    4.35%      $ 21,285    3.96%
   Time deposits                65,807    6.19         47,088    5.45
   Short-term borrowings         6,791    5.05          1,151    4.26
   Other borrowings              4,665    6.50          2,745    5.68
                              --------               --------
Total interest bearing
   Liailities                 $115,106    5.51       $ 72,269    5.00
                              ========               ========

</TABLE>
<TABLE>
<CAPTION>
                                               Year Ended
                                              December 31,
                                                  1998
                                             Average/  Yield/
                                              Balance   Rate
                                              -------   ----
<S>                                          <C>         <C>
Interest earning assets
   Federal funds sold                        $  2,581    3.83%
   Taxable securities                           8,647    6.05
   Non-taxable securities                         152    3.71
   Loans                                       25,047   10.03
                                             --------
Total interest earning assets                $ 36,427    8.62

Interest bearing liabilities
   Interest-bearing demand,
     Money Market and
     Savings Deposits                        $  6,718    4.01%
   Time deposits                               18,048    5.70
   Short-term borrowings                          150    5.82
   Other borrowings                                 -
                                             --------
Total interest bearing liabilities           $ 24,916    5.25
                                             ========
</TABLE>


Dollar amounts in thousands except per share data.
                                                                               9
<PAGE>


<TABLE>
<CAPTION>
                                              2000    1999    1998
                                              ----    ----    ----
<S>                                           <C>     <C>     <C>
Average yield on interest-earning assets      9.33%   8.61%   8.62%
Average rate paid on interest-bearing
   liabilities                                5.51    5.00    5.25
Net interest spread                           3.82    3.61    3.37
Net interest margin (net interest earnings
   divided by average total
   interest-earning assets)                   4.58    4.45    5.03
Return on average assets                       .54    1.09   (1.63)
Return on average equity                      6.21    8.54   (5.65)
</TABLE>


The table below  describes  the extent to which  changes in  interest  rates and
changes in volume of interest-earning  assets and  interest-bearing  liabilities
have  affected  Heartland's  interest  income and  expense  during  the  periods
indicated.  For each category of  interest-earning  assets and  interest-bearing
liabilities,  information is provided on changes  attributable to (i) changes in
volume  (change in volume  multiplied by prior year rate),  (ii) changes in rate
(change in rate multiplied by prior year volume) and (iii) total changes in rate
and  volume.  The  combined  effects of changes in both  volume and rate,  which
cannot be separately  identified,  have been  allocated  proportionately  to the
change due to volume and the change due to rate.


<TABLE>
<CAPTION>
                                             Year ended December 31,

                                     2000 vs. 1999           1999 vs. 1998
                                     --------------          -------------

                                  Increase (Decrease)    Increase (Decrease)
                                        due to                 due to
                                 Volume  Rate   Total   Volume   Rate    Total
<S>                             <C>     <C>    <C>      <C>       <C>    <C>
Interest income attributable to:
   Loans                         $3,988  $ 514  $4,502   $ 4,356   $(231) $4,125
  Securities                       287    109     396       228     (12)    216
  Other interest-earning
   assets(1)                        91      9     100       (34)     31      (3)
                                ------  -----  ------   -------   -----   -----
   Total interest-earning
     assets                      4,366    632   4,998     4,550    (212)  4,338
                                ------  -----  ------   -------   -----  ------

Interest expense attributable to:
  Money Market and
    Savings Deposits               713     89     802       577      (4)    573
  Time deposits                  1,120    372   1,492     1,583     (47)  1,536
  Short-term borrowings            283     11     294        43      (3)     40
  Other borrowings                 122     25     147       156       -     156
                                ------  -----  ------     -----   -----  ------
   Total interest-bearing
    liabilities                  2,238    497   2,735     2,359     (54)  2,305
                                ------  -----  ------   -------   -----  ------
Increase (decrease) in net
  interest                      $2,128  $ 135  $2,263   $ 2,191   $(158) $2,033
                                ======  =====  ======   =======   =====  ======
  income


(1)   Includes  federal  funds  sold  and  interest-bearing  deposits  in  other
      financial institutions.
</TABLE>


Dollar amounts in thousands except per share data.
                                                                              10
<PAGE>

LOANS.  Heartland's  loans,  before adjusting for the allowance for loan losses,
totaled $132,549 at December 31, 2000,  $91,045 at December 31, 1999, $49,442 at
December 31, 1998 and $3,958 at December 31, 1997.

The  following  table sets  forth  information  concerning  the  composition  of
Heartland's  loan portfolio in dollar amounts and percentages as of December 31,
2000, 1999, 1998 and 1997. <TABLE> <CAPTION>

                                          2000                     1999
                                       Percent of               Percent of
                                   Amount      Loans        Amount      Loans
                                   ------      -----        ------      -----
<S>                              <C>           <C>         <C>          <C>
TYPE OF LOAN
Commercial loans and leases      $ 63,766      48.11%      $42,778      46.99%
Real estate construction           24,719      18.65        17,109      18.79
Residential mortgages
 (1-4 family homes)                21,942      16.55        15,069      16.55
Consumer                           22,122      16.69        16,089      17.67
                                 --------     ------       -------    -------
Gross loans                      $132,549     100.00%      $91,045     100.00%
                                 ========     ======       =======    =======

                                         1998                     1997
                                      Percent of               Percent of
                                  Amount     Loans         Amount      Loans
                                  ------     -----         ------      -----
TYPE OF LOAN
Commercial loans and leases      $26,475     53.55%       $ 2,960      74.79%
Real estate construction           7,409     14.99            136       3.44
Residential mortgages
 (1-4 family homes)                6,241     12.62            189       4.77
Consumer                           9,317     18.84            673      17.00
                                 -------    ------         ------     ------
Gross loans                      $49,442    100.00%        $3,958     100.00%
                                 =======    ======         ======     ======
</TABLE>

LOAN MATURITY  SCHEDULE.  The following table sets forth certain  information at
December 31, 2000  regarding the dollar amount of loans  maturing in Heartland's
loan  portfolio  based on the date that final payment is due. This schedule does
not reflect the effects of possible  prepayments  or  enforcement of due-on-sale
clauses.  Management  expects  prepayments  will cause actual  maturities  to be
shorter than contractual maturities. Certain mortgage loans such as construction
loans and second  mortgage loans are included in the commercial and  installment
loan totals below. <TABLE> <CAPTION>
                                            Remaining  Maturities
                                            One Year  Over one to  Over five
                                  Amount     or less  five years    years
                                  ------     -------  ----------    -----
TYPE OF LOAN

<S>                              <C>         <C>        <C>        <C>
  Commercial loans and leases    $ 63,766    $17,990    $10,496    $35,280
  Real estate construction         24,719     21,318      3,401          -
  Residential mortgage
   (1-4 family homes)              21,942         45      8,414     13,483
  Consumer                         22,122      5,980     11,927      4,215
                                 --------    -------     ------     ------
  Total                          $132,549    $45,333    $34,238    $52,978
                                 ========    =======    =======    =======
</TABLE>


Commercial  loans and leases with remaining  maturities over one year consist of
$15,817 with fixed interest rates and $47,949 with variable  interest  rates, at
December 31, 2000. Real estate construction loans with remaining maturities over
one year consist of $2,813 with fixed  interest  rates and $21,906 with variable
interest rates.


Dollar amounts in thousands except per share data.
                                                                              11
<PAGE>


Nonperforming  loans  include  non  accrual  loans and  accruing  loans that are
contractually  past due 90 days or more as to  interest or  principal  payments.
Nonperforming  loans totaled $992,  $275, $0 and $0 at December 31, 2000,  1999,
1998 and 1997.  Non-accrual  loans totaled $992, $138, $0 and $0 at December 31,
2000, 1999, 1998 and 1997. At December 31, 2000, non-accrual loans included $922
in  residential  real estate  loans and $70 in consumer  loans.  Accruing  loans
contractually  past due 90 days or more totaled $0, $137,  $0 and $0 at December
31, 2000, 1999, 1998 and 1997.

ALLOWANCE  FOR LOAN LOSSES.  The Bank  maintains an allowance for loan losses to
provide a  valuation  allowance  for loans and leases  that might not be repaid.
Senior  management,  reviews on a monthly basis the allowance for loan losses as
it relates to a number of relevant factors.  The Board of Directors of the Bank,
not  less  frequently  than  quarterly,   reviews  with  senior  management  its
recommended allowance. For more information concerning the factors considered in
determining  the  adequacy  of the  allowance  for loan and  lease  losses,  see
"Nonperforming  Assets and Allowance  for Loan Losses" under the section  headed
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" of Heartland's  Annual Report for 2000 attached as Exhibit 13, which
discussion  is  incorporated   herein  by  reference.   At  December  31,  2000,
Heartland's allowance for loan losses totaled $2,667.

The following table provides an allocation of Heartland's allowance for possible
loan losses as of each of the following dates:
<TABLE>
<CAPTION>
                                                 At December 31,

                                     2000       1999       1998       1997
                                     ----       ----       ----       ----

Loan type
<S>                                <C>        <C>        <C>        <C>
  Commercial and leases            $ 1,284    $   641    $   397    $    34
  Real estate construction             497        257        111          2
  Residential mortgages                441        226         94          2
  Consumer                             445        241        140          8
                                   -------    -------    -------    -------
     Total allowance for loan      $ 2,667    $ 1,365    $   742    $    46
        losses                     =======    =======    =======    =======
</TABLE>


The provision for loan losses charged to earnings was $1,744, $656, $700 and $46
for the years ended December 31, 2000, 1999, 1998 and 1997. Net charge-offs were
$442,  $33, $4 and $0 during the years ended December 31, 2000,  1999,  1998 and
1997.  In 2000,  charge-offs  included  $147 in  residential  mortgages,  $53 in
non-residential real estate loans, $105 in consumer loans and $141 in commercial
loans. In 1999 and 1998 all charge-offs were consumer loans. All recoveries have
been consumer loans.


Dollar amounts in thousands except per share data.
                                                                              12
<PAGE>


SECURITIES.  The  following  table sets forth the  carrying  value of
Heartland's investment portfolio as of December 31:

<TABLE>
<CAPTION>
                                                  Gross         Gross
                                     Amortized  Unrealized   Unrealized    Fair
                                       Cost       Gains        Losses     Value
                                       ----       -----        ------     -----
<S>                                  <C>        <C>          <C>         <C>
2000
   U.S. Government and its agencies  $11,804    $   139      $   (46)    $11,897
   Obligations of states and
    political subdivisions             1,445          1           (5)      1,441
   Mortgage backed securities          7,412         56           (9)      7,459
   Corporates                            970          2          (20)        952
   FHLB stock                            450          -            -         450
                                     -------    -------      -------     -------
                                     $22,081    $   198      $   (80)    $22,199
                                     =======    =======      =======     =======



1999
   U.S. Government and its agencies  $ 9,400    $     -      $  (210)    $ 9,190
   Obligations of states and
    political subdivisions               613          -          (12)        601
   Mortgage backed securities          2,705          1          (50)      2,656
   Corporates                            877          -          (47)        830
   FHLB stock                            400          -            -         400
                                     -------    -------      -------     -------
                                     $13,995    $     1      $  (319)    $13,677
                                     =======    =======      =======     =======
</TABLE>

The  following  table sets forth the  maturities  of  investment  securities  at
December 31, 2000 and the weighted-average  yield (on a tax equivalent basis) on
such securities. <TABLE> <CAPTION>
                                                                        Weighted
                                                   Amortized     Fair    Average
                                                      Cost      Value     Yield
                                                      ----      -----     -----
<S>                                                <C>         <C>         <C>
Due in one year or less ......................     $ 1,255     $ 1,249     5.46%
Due after one year through five years ........       8,917       8,888     6.36
Due after five years through ten years .......       3,712       3,818     7.67
Due after ten years ..........................         335         335     7.55
Mortgage-backed securities ...................       7,412       7,459     7.14
FHLB stock ...................................         450         450     8.27
                                                   -------     -------
Total ........................................     $22,081     $22,199     6.85%
                                                   =======     =======
</TABLE>



1. Computation of yields is based on amortized cost.



Dollar amounts in thousands except per share data.
                                                                              13
<PAGE>


The  following  table sets forth the  amounts  of  Heartland's  interest-earning
assets and interest-bearing  liabilities outstanding at December 31, 2000, which
are scheduled to reprice or mature in each of the time periods shown. The amount
of assets and  liabilities  shown which reprice or mature in a given period were
determined in accordance with the  contractual  terms of the asset or liability.
In addition,  securities  expected to be called by the issuer due to the current
rate  environment  are included in the  categories  based on the  expected  call
dates.  This table does not necessarily  indicate the impact of general interest
rate  movements on  Heartland's  net interest  income  because the  repricing of
certain  categories  of assets and  liabilities  is subject to the interest rate
environment,  competition  and other factors beyond  Heartland's  control.  As a
result,  certain  assets  and  liabilities  may in fact  mature  or  reprice  at
different times and in different volumes than indicated.

<TABLE>
<CAPTION>
                           Within 3    4 - 12   1 through 5   Over 5
                            Months     Months      years       years     Total
                            ------     ------      -----       -----     -----
<S>                        <C>        <C>         <C>        <C>        <C>
Interest-earning assets:
  Federal funds sold       $    169   $      0    $      0   $      0   $    169
  Securities                 10,873        689       5,831      4,806     22,199
  Loans                      57,082     14,317      38,259     22,891    132,549
                           --------   --------    --------   --------   --------
   Total interest-earning
     assets                  68,124     15,006      44,090     27,697    154,917
                           --------   --------    --------   --------   --------

Interest-bearing
liabilities:
  Interest bearing
   demand and savings
    deposits                 50,360          0           0          0     50,360
  Time deposits              20,902     39,781      13,889         50     74,622
  Federal Funds Purchased         0          0           0          0          0
  Repurchase Agreements       9,273          0           0          0      9,273
  Other borrowings            1,000      2,000           0          0      3,000
                           --------   --------    --------   --------   --------
   Total interest-bearing
    liabilities              81,535     41,781      13,889         50    137,255
                           --------   --------    --------   --------   --------
  Interest-earning assets
  less Interest-bearing
   liabilities             $(13,411)  $(26,775)   $ 30,201   $ 27,647   $ 17,662
                           ========   ========    ========   ========   ========
  Cumulative interest-rate
 sensitivity gap           $(13,411)  $(40,186)   $ (9,985)  $ 17,662
                           ========   ========    ========   ========
Cumulative interest-rate
  gap as a percentage of
  total interest earning
  assets                      (8.66)%   (25.94)%     (6.45)%    11.40%
                           ========   ========    ========   ========

</TABLE>

Dollar amounts in thousands except per share data.
                                                                              14
<PAGE>

CERTIFICATES OF DEPOSIT.  The following table presents the amount of Heartland's
jumbo  certificates of deposit with principal  balances greater than $100 by the
time remaining until maturity as of December 31, 2000:
<TABLE>
<CAPTION>
                                          At December
             Maturity                      31, 2000
             --------                      --------
             <S>                          <C>
             Three months or less         $   11,612
             Over 3 months to 6 months        10,449
             Over 6 months to 12 months        8,880
             Over 12 months                    2,540
                                           ---------
               Total                      $   33,481
                                          ==========

</TABLE>


ITEM 2.  DESCRIPTION OF PROPERTY

Heartland  owns its home office at 420 North Morton Street,  Franklin,  Indiana.
The facility is used as the main banking  office and  Heartland's  headquarters.
The 5,700 square foot building was  constructed  over 25 years ago and underwent
an extensive renovation in 1997 prior to the opening of Heartland.

The Bank leases two branch offices in Greenwood,  Indiana, and the land on which
the branch office in Bargersville, Indiana stands.

The  Bank has also  entered  into a lease  agreement  for a 12,000  square  foot
facility to be  constructed  in 2001 in  Franklin,  Indiana for loan and deposit
operations, not as a branch facility.

Heartland  and the Bank  presently  do not invest in real estate other than real
estate acquired for purposes of operations and mortgage interests in real estate
securing loans made by the Bank in the ordinary course of business. The Board of
Directors of the Bank from time to time specifies its policies as to the amounts
and types of mortgage  loans that the Bank may  originate or acquire,  and these
policies may be changed without action by Heartland shareholders. Mortgage loans
are made for interest income purposes, not for capital gain.


ITEM 3.  LEGAL PROCEEDINGS

Heartland  and the Bank are not  involved  in any legal  proceedings  other than
routine litigation incidental to the business.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security  holders through the  solicitation
of proxies or otherwise, during the quarter ended December 31, 2000.



Dollar amounts in thousands except per share data.
                                                                              15
<PAGE>


                               PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information  required  for this item is included in the section  headed  "COMMON
STOCK." in Exhibit 13 (the  Registrant's  Annual Report to Shareholders  for the
year  ended  December  31,  2000),  which  section  is  incorporated  herein  by
reference.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Information   required  for  this  item  is  included  in  the  section   headed
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS." in Exhibit 13 (the  Registrant's  Annual Report to Shareholders for
the year ended  December 31,  2000),  which  section is  incorporated  herein by
reference.


ITEM 7.  FINANCIAL STATEMENTS.

Information  required for this item is included in the section headed "FINANCIAL
STATEMENTS." in Exhibit 13 (the  Registrant's  Annual Report to Shareholders for
the year ended  December 31,  2000,)  which  section is  incorporated  herein by
reference.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

None


                                                                              16
<PAGE>


                                    PART III

ITEM  9.  DIRECTORS  EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS  OF
          HEARTLAND; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Information  relating  to  directors  and  executive  officers of  Heartland  is
included in the section headed "Election of Directors" in Exhibit 99.1, the 2001
Proxy Statement of Heartland, which section is incorporated herein by reference.
Addition  information  relating  to  non-director  executive  officers is listed
below.

Executive Officers:

John M. Morin(1)
Senior Vice President, Consumer Lending
Age 51

K. Keith Fox(2)
Senior Vice President, Commercial Lending
Age 41

R. Trent McWilliams(3)
Vice President, Business Development
Age 49

Jeff Joyce(4)
Vice President and Chief Financial Officer
Age 30

1 Mr. Morin served in various positions at Citizens Bank of Central Indiana from
  1985 until his  resignation in 1997, most recently as Vice President in charge
  of retail lending.
2 Mr. Fox served in various  positions at Citizens Bank of Central  Indiana from
  1985 until his resignation in 1997, most recently as Commercial Loan Officer.
3 Mr. McWilliams served in various positions at Union Federal Savings Bank until
  his  resignation  in 1997,  most  recently  as Vice  President  in  charge  of
  Marketing.
4 Mr. Joyce is a Certified  Public  Accountant who served in various  positions,
  including Staff Accountant and Senior Accountant in the Financial Institutions
  Group at Crowe,  Chizek and  Company  LLP from 1992 until his  resignation  in
  1997.

Section 16(a) Compliance:

Heartland has no class of equity securities registered with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended, and Section 16(a)
is therefore inapplicable to its securities.


ITEM 10.  EXECUTIVE COMPENSATION

Information  relating to  compensation  of  Heartland's  executive  officers and
Directors is included under the captions "Executive  Compensation" and "Election
of  Directors -  Compensation  of  Directors"  in Exhibit  99.1,  the 2001 Proxy
Statement of Heartland, which sections are incorporated herein by reference.


                                                                              17

<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information  required by this item is included  under the captions  "ELECTION OF
DIRECTORS"  and  "PRINCIPAL  OWNERS OF COMMON  SHARES" in Exhibit 99.1, the 2001
Proxy Statement of Heartland, which section is incorporated herein by reference.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information  required  by this  item is  included  under  the  caption  "CERTAIN
RELATIONSHIPS  AND  RELATED  TRANSACTIONS"  in  Exhibit  99.1,  the  2001  Proxy
Statement of Heartland, which section is incorporated herein by reference.



                                                                              18
<PAGE>


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit NO.     Description

3.1           Amended  and  Restated  Articles  of  Incorporation  of  Heartland
              Bancshares,  Inc.,  which are incorporated by reference to Exhibit
              3.1 in the Registration  Statement Form SB-2, filed July 28, 1997,
              as amended, ("Form SB-2").
3.2           Amended and Restated Bylaws of Heartland  Bancshares,  Inc., which
              are incorporated by reference to Exhibit 3.2 in the Form SB-2.
4.1           Rights  Agreement  dated as of June  23,  2000  between  Heartland
              Bancshares,  Inc., and Heartland  Community Bank, as Rights Agent,
              is  incorporated  by  reference  to Exhibit 4.01 to Form 8-K filed
              June 30, 2000.
4.2           Terms of Common  Shares and  Preferred  Shares are included in the
              Amended  and  Restated  Articles  of  Incorporation  of  Heartland
              Bancshares,  Inc.,  which are incorporated by reference to Exhibit
              3.1 to the  Registration  Statement  on Form SB-2,  filed July 28,
              1997, as amended.
4.3           Terms of Series A Preferred Shares are included in the Articles of
              Amendment of Articles of  Incorporation  of Heartland  Bancshares,
              Inc.,  as filed with the  Indiana  Secretary  of State on June 27,
              2000,  which are incorporated by reference to Exhibit 3.01 to Form
              8-K filed June 30, 2000.
10.1          1997  Stock Option Plan, as amended, which is incorporated by
              reference to Exhibit 10.1 in the Registrant's Quarterly Report on
              the Form 10-QSB for quarter ended June 30, 1999.
10.2          1997 Stock  Option  Plan for  Nonemployee  Directors,  as amended,
              which  is  incorporated  by  reference  to  Exhibit  10.1  in  the
              Registrant's Quarterly Report on the Form 10-QSB for quarter ended
              June 30, 1999.
13            The Registrant's  Annual Report to Shareholders for the year ended
              December 31, 2000.
21            Subsidiaries of the Registrant and names under which the
              Registrant is doing business.
99.1          The Registrant's 2001 Proxy Statement.
99.2          Form of Proxy for 2001 Annual Meeting.


Reports on Form 8-K

No reports on Form 8-K were filed  during the three  months  ended  December 31,
2000.

                                                                              19
<PAGE>


SIGNATURES

Pursuant to the requirements of Section 15(d) of the Securities  Exchange Act of
1934,  Heartland  has duly  caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, this 29th day of March, 2001.

HEARTLAND BANCSHARES, INC.

By:/s/ Steven L. Bechman
   ---------------------------------
Steven L. Bechman,
Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated:

Signatures and Title(s) Date

/s/ Steven L. Bechman     March 29, 2001
- -----------------------------
Steven L. Bechman, Director
(Chief Executive Officer)

/s/ Gordon Dunn      March 29, 2001
- -----------------------------
Gordon Dunn, Chairman

/s/ Sharon Acton          March 29, 2001
- -----------------------------
Sharon Acton, Director

/s/ Jeffrey L. Goben March 29, 2001
- -----------------------------
Jeffrey L. Goben, Director

/s/ J. Michael Jarvis     March 29, 2001
- -----------------------------
J. Michael Jarvis, Director

/s/ John Norton      March 29, 2001
- -----------------------------
John Norton, Director

/s/ Robert Richardson     March 29, 2001
- -----------------------------
Robert Richardson, Director

/s/ Patrick A. Sherman    March 29, 2001
- -----------------------------
Patrick A. Sherman, Director

/s/ James C. Stewart March 29, 2001
- -----------------------------
James C. Stewart, Director

/s/ Jeffery D. Joyce March 29, 2001
- -----------------------------
Jeffery D. Joyce, Chief Financial Officer
(Principal Financial and Accounting Officer)

                                                                              20