HEARTLAND BANCSHARES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD APRIL 24, 2000


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, April 24, 2000, 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 2003 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, 2000,  are entitled to notice of and to vote at the Annual
Meeting. Desserts 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 27, 2000
Franklin, Indiana


                            (ANNUAL REPORT ENCLOSED)


<PAGE>






                                 PROXY STATEMENT

                        ANNUAL MEETING OF SHAREHOLDERS OF
                           HEARTLAND BANCSHARES, INC.

                                 April 24, 2000


      This Proxy  Statement is being furnished to shareholders on or about March
27,  2000,  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, April 24, 2000, 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, 2000, the record date for the Annual
Meeting,  there were 1,265,000 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 nine  members,  is divided  into three
classes of equal size 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:  2000 -- Sharon Acton, Jeffrey L. Goben and
John  Norton;  2001 -- J.  Michael  Jarvis,  Robert  Richardson  and  Patrick A.
Sherman; and 2003 - Steve Bechman, Gordon R. Dunn and James C. Stewart.

      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  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 1, 2000,
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.

<TABLE>
<CAPTION>

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

<S>                                                   <C>                     <C>
      Sharon Acton 1*                                 6,671(2,15)             0.5%
      Manager, Franklin/Greenwood District of
        Cinergy/PSI (energy services company)
      Age 52

      Steve Bechman 3                                 44,00(14,16)            3.5
      President and Chief Executive Officer of
        the Company and Bank
      Age 48

      Gordon R. Dunn                                  22,101(5,15)            1.8
        Retired
      Age 78

      Jeffrey L. Goben 6*                             32,642(7,16)            2.6
      Executive Vice President and Chief Operating
       Officer of the Company and Bank
      Age 47

      J. Michael Jarvis                               10,001(8,15)            0.8
      President and Part Owner, Power Investments,
        Inc. Division of Delco Remy International,
        Inc. (engine remanufacturer)
      Age 56

      John Norton 9*                                   11,401(10,15)          0.9
      President and Owner, Norton Farms, Inc.
      Age 51

<PAGE>
      Robert Richardson                                12,001(11,15)          0.9
      President and Majority Owner, MegaSys, Inc.
      (logistics company)
      Age 38

      Patrick A. Sherman                              11,801(12,15)           0.9
      President and Part Owner, Sherman &
        Armbruster P.C. (a public accounting firm)
      Age 51

      James C. Stewart                                14,001(13,15)           1.1
      President, First Platinum Group, Inc.
      (financial services company)
      Age 48

      All Directors and Executive Officers
      as a group (13 persons)                         194,443(14, 16)        13.3%

<FN>
*Nominee
1     Ms.  Acton  serves  as  manager  of  the  Franklin/Greenwood  district  of
      Cinergy/PSI, an electric utility.
2     Includes 500 shares that Ms. Acton holds jointly with her spouse and 6,000
      shares  that she has the  right to  acquire  upon  the  exercise  of stock
      options.
3     Mr.  Bechman  served as Regional  President  of  Citizens  Bank of Central
      Indiana  from 1993 until his  resignation  in 1997.  Mr.  Bechman was with
      Citizens Bank of Central  Indiana  beginning in 1975 and served in various
      other positions prior to 1993.
4     Includes 13,079 shares that Mr. Bechman holds jointly with his spouse, 700
      shares  held by his  daughter  and 15,300  shares that he has the right to
      acquire upon the exercise of stock options.
5     Includes  1,000 shares that Mr. Dunn holds jointly with his spouse,  5,000
      shares held in a trust for which Mr. Dunn acts as trustee, 500 shares held
      jointly by Mr. Dunn's spouse and her father, 600 shares held by Mr. Dunn's
      spouse and 6,000  shares that Mr.  Dunn has the right to acquire  upon the
      exercise of stock options.
6     Mr.  Goben  held the  position  of  Senior  Vice  President  in  charge of
      marketing  and  community  development,   in  addition  to  various  other
      management  positions,  with Citizens Bank of Central Indiana from 1984 to
      his resignation in 1997.
7     Includes  8,961  shares that Mr. Goben holds  jointly  with his wife,  341
      shares that Mr. Goben holds for his sons and 12,300 shares that he has the
      right to acquire upon the exercise of stock options.
8     Includes  4,000 shares Mr.  Jarvis holds jointly with his spouse and 6,000
      shares  Mr.  Jarvis has the right to acquire  upon the  exercise  of stock
      options.
9     Mr. Norton is owner and  president of Norton Farms,  Inc., a grain farming
      operation located in Franklin, Indiana.
10    Includes 200 shares that Mr. Norton holds  jointly with his children,  100
      shares held by Mr.  Norton's  spouse and 6,000 shares that Mr.  Norton has
      the right to acquire upon the exercise of stock options.
11    Includes 2,000 shares held by a corporation of which Mr. Richardson is the
      President  and 6,000 shares that Mr.  Richardson  has the right to acquire
      upon the exercise of stock options.
12    Includes  6,000 shares that Mr.  Sherman has the right to acquire upon the
      exercise of stock options.
13    Includes 1,020 shares that Mr. Stewart holds jointly with his spouse,  700
      shares owned by Mr. Stewart's spouse and 6,000 shares that Mr. Stewart has
      the right to acquire upon the exercise of stock options.
14    Includes  81,000 shares that  Directors  and  executive  officers have the
      right to acquire upon the exercise of stock options and 38,200 shares held
      jointly with or as custodian for family members.
15    Does not include an additional  1,000 shares that each indicated  Director
      may acquire  under stock  options  that are not yet  exercisable  but will
      become exercisable upon continued service by such Director on the Board of
      Directors.
16    Does not include 12,950 shares Mr. Bechman may acquire,  10,950 shares Mr.
      Goben may acquire or 15,200  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.

</FN>
</TABLE>
<PAGE>

                            Committees and Attendance

      The Board of Directors of the Company  held twelve  meetings  during 1999.
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  Dunn and  Sherman,  both 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 in January 1999 to consider
options grants based on service during 1998.

      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 Audit Committee are Directors Acton,
Norton,  Sherman and Stewart. The Audit Committee,  which met three times during
1999, reviews with the Bank's independent  auditors the scope of the audit to be
undertaken and the results of the audit and also reviews  internal  audits.  The
members of the  Compensation  Committee  are  Directors  Dunn and  Sherman.  The
Compensation  Committee,  which met three times during 1999,  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 1999.

                            Compensation of Directors
Options

      In 1997 members of the Company's Board of Directors who were not employees
of the  Company or Bank were  granted  stock  options  for their  service on the
Board. Each Director was granted a 10-year option to acquire 4,000 Common Shares
at an  exercise  price  of  $10.00  per  share.  The  options  were  immediately
exercisable for 1,000 Common Shares and become exercisable  (assuming  continued
service on the Board) for an additional  1,000 Common Shares at each  successive
Annual Meeting of Shareholders,  until exercisable in full. In January 1999, the
Board of  Directors  of the  Company  amended  the 1997  Stock  Option  Plan for
Non-Employee  Directors to award additional 10-year options to each non-employee
Director to purchase 3,000 shares at an exercise price of $10.00 per share.  The
options  vested  immediately  with  respect  to 1,000  shares  and  will  become
exercisable with respect to an additional 1,000 shares at each Annual Meeting of
Shareholders  beginning  with the meeting in the year 2000 until  exercisable in
full.

Cash Compensation

      During 1999,  non-employee  Directors of the Bank  received $300 per month
(the  Chairman  received  $500 per  month)  regardless  of  attendance  at Board
meetings.  Directors do not receive any additional  compensation  for serving on
the Company's Board or on Board committees of the Company or Bank.



<PAGE>


                             EXECUTIVE COMPENSATION

      The following table sets forth information regarding  compensation paid to
the  Company's  Chief  Executive  Officer for 1999,  who was the only  executive
officer whose cash compensation for 1999 exceeded $100,000.

                           Summary Compensation Table
                                                               Long Term
                                                              Compensation
                                  Annual Compensation            Awards

                                                               Securities
          Name and                                             Underlying
     Principal Position      Year      Salary      Bonus        Options/SAR
     ------------------      ----      ------      -----        -----------
    Steve Bechman, Chief     1999     $ 119,767    $3,916           8,250
      Executive Officer      1998     $ 115,000    $    0               0
                             1997     $  15,481(1) $    0          20,000

     1 Mr.  Bechman's  compensation  was for the period  from  November  1, 1997
       through December 31, 1997.

                      Option/SAR Grants In Last Fiscal Year

      The following  table presents  information on the stock option grants that
were made during 1999  pursuant to the  Company's  1997 Stock Option Plan to Mr.
Bechman:

           Number of Securities
                Underlying     % of Total           Exercise or
               Options/SARs  Granted to Employees   Base Price
Name              Granted     In Fiscal Year          ($/Sh)     Expiration Date
----              -------     --------------          ------     ---------------
Steve Bechman    8,2501           27.5%               $10.00    January 17, 2009

1    The options were granted  pursuant to the Heartland  Bancshares,  Inc. 1997
     Stock Option Plan (the  "Employee  Option  Plan"),  which  provides for the
     grant of options  intended to qualify as incentive stock options within the
     meaning of Section 422 of the Internal  Revenue  Code of 1986,  as amended,
     and of  non-qualified  options.  The  options  granted to Mr.  Bechman  are
     intended to qualify as incentive  stock options and have an exercise  price
     of $10.00  per  share,  which was  determined  to be not less than the fair
     market value of one Common Share on the date of grant.  The options  become
     exercisable in twenty percent increments, with twenty percent of the shares
     covered  by an  option  becoming  exercisable  on the date of grant  and an
     additional  twenty percent  becoming  exercisable on each of the first four
     anniversaries of the grant date; provided, however, that the options become
     immediately  exercisable  upon the occurrence of a change in control of the
     Company.  If an optionee  tenders already owned shares in payment (in whole
     or in part) of the exercise  price of an option (the  "Exercised  Option"),
     the  Employee  Option Plan  requires the Company to use its best efforts to
     issue a  replacement  option for a number of shares  equal to the number of
     shares tendered and with the same expiration date as the Exercised  Option.
     The  exercise  price for each share  covered by the  replacement  option is
     equal to the fair market  value of one Common Share on the date of exercise
     of the Exercised Option.

<PAGE>

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

      No option  exercises  occurred during 1999. The following table sets forth
information  with  respect  to the value of  options  held by Mr.  Bechman as of
December 31, 1999.

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

           Name          Exercisable/Unexercisable     Exercisable/Unexercisable
           ----          -------------------------     -------------------------
       Steve Bechman            13,650/14,600                    0 / 0


                       Certain Relationships And Related Transactions

      During 1998 and 1999,  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 1999.  Although it is anticipated that Crowe Chizek will be selected,
the Audit Committee has not yet considered the appointment of auditors for 2000.
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

      To the best of the  knowledge of the  Company's  management,  no person or
group  beneficially  owns more than five  percent of the  Company's  outstanding
Common Shares.

                                  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.