HEARTLAND BANCSHARES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD APRIL 23, 2001


      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 23, 2001, 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 2004 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 1, 2001,  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 19, 2001
Franklin, Indiana


                      (ANNUAL REPORT ENCLOSED)


<PAGE>




                                 PROXY STATEMENT

                        ANNUAL MEETING OF SHAREHOLDERS OF
                           HEARTLAND BANCSHARES, INC.

                                 April 23, 2001


      This Proxy  Statement is being furnished to shareholders on or about March
19,  2001,  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 23, 2001, 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 1, 2001,  the record date for the Annual
Meeting,  there were 1,328,194 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: 2001 - J. Michael Jarvis, Robert Richardson
and  Patrick  A.  Sherman;  2002 - Steve  Bechman,  Gordon  R. Dunn and James C.
Stewart; and 2003 - 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.

<PAGE>

      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 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 1, 2001,
regarding the current  Directors of the Company,  including  the three  nominees
proposed by the Board of Directors for election at this year's  Annual  Meeting.
All of the current  Directors  began  serving on the Board of  Directors  of the
Company during 1997.  Unless  otherwise  indicated in a footnote,  the principal
occupation  of each  Director has been the same for the last five years and such
Director  possesses sole voting and investment powers with respect to the shares
indicated as beneficially owned by such Director.  Unless specified otherwise, a
Director is deemed to share voting and investment  powers over shares  indicated
as held by a  spouse,  children  or  other  family  members  residing  with  the
Director.


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

      Sharon Acton                    7,003 (1,17)          0.5%
      Manager, Franklin/Greenwood District of
        Cinergy/PSI (energy services company)
      Age 53

      Steve Bechman (2)              52,133(3,18)           3.9
      President and Chief Executive Officer of
        the Company and Bank
      Age 49

      Gordon R. Dunn                 22,701(4,17)           1.7
      Retired
      Age 79

      Jeffrey L. Goben (5)           39,156(6,18)           2.9
      Executive Vice President and Chief Operating
       Officer of the Company and Bank
      Age 48

      J. Michael Jarvis (7*)         11,301(8,17)           0.9
      President and Part Owner, Power Investments,
        Inc. Division of Delco Remy International,
        Inc. (engine remanufacturer)
      Age 57



<PAGE>


      John Norton                    13,521(9,17)           1.0
      President and Owner, Norton Farms, Inc.
      Age 52

      Robert Richardson (10*)       10,501 (11,17)          0.8
      President and Majority Owner, MegaSys, Inc.
       (logistics company)
      Age 39

      Patrick A. Sherman (12*)       12,600(13,17)          0.9
      President and Part Owner, Sherman &
        Armbruster P.C. (a public accounting firm)
      Age 52

      James C. Stewart (14)          14,175(15,17)          1.1
      Partner, Route One Visuals LLC
       (outdoor advertising company)
      Age 49

      All Directors and Executive Officers
      as a group (13 persons)
                                    217,403(16, 18)        16.4%

*Nominee
1     Includes 7,350 shares Ms. Acton has the right to acquire upon the exercise
      of stock options.
2     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.
3     Includes 13,732 shares that Mr. Bechman holds jointly with his spouse, 735
      shares  held by his  daughter  and 29,663  shares that he has the right to
      acquire upon the exercise of stock options.
4     Includes  700 shares that Mr. Dunn holds  jointly  with his spouse,  5,250
      shares  held in a trust  for which Mr.  Dunn  acts as  trustee,  and 7,350
      shares that Mr. Dunn has the right to acquire  upon the  exercise of stock
      options.
5     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.
6     Includes  9,408  shares that Mr. Goben holds  jointly  with his wife,  358
      shares that Mr. Goben holds for his sons and 24,413 shares that he has the
      right to acquire upon the exercise of stock options.
7     Mr.  Jarvis  serves as president of Power  Investments,  Inc.  Division of
      Delco Remy International, Inc., an engine remanufacturer.
8     Includes  5,000 shares Mr.  Jarvis holds jointly with his spouse and 7,350
      shares  Mr.  Jarvis has the right to acquire  upon the  exercise  of stock
      options.
9     Includes 210 shares that Mr. Norton holds  jointly with his children,  105
      shares held by Mr.  Norton's  spouse and 7,350 shares that Mr.  Norton has
      the right to acquire upon the exercise of stock options.
10    Mr.  Richardson  serves as the  president  of MegaSys,  Inc.,  a logistics
      company.
11    Includes  7,350 shares that Mr.  Richardson  has the right to acquire upon
      the exercise of stock options.
12    Mr.  Sherman  serves as President  of Sherman & Armbruster  P.C., a public
      accounting firm.
13    Includes  7,350 shares that Mr.  Sherman has the right to acquire upon the
      exercise of stock options.
14    Mr.  Stewart  serves as  partner  in Route One  Visuals,  LLC,  an outdoor
      advertising  company.  Mr. Stewart previously served as President of First
      Platinum Group, Inc., a financial services company.
15    Includes 546 shares that Mr.  Stewart holds  jointly with his spouse,  735
      shares owned by Mr. Stewart's spouse and 7,350 shares that Mr. Stewart has
      the right to acquire upon the exercise of stock options.
16    Includes  140,701  shares that  Directors and executive  officers have the
      right to acquire upon the exercise of stock options and 37,576 shares held
      jointly with or as custodian for family members.
17    Does not include an additional  1,050 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.

<PAGE>

18    Does not include  7,665 shares Mr.  Bechman may acquire,  6,615 shares Mr.
      Goben may acquire or 9,870  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.


                            Committees and Attendance

      The Board of Directors of the Company  held twelve  meetings  during 2000.
The Company's Board of Directors has a Stock Option  Committee but does not have
standing audit, nominating or compensation committees.  The members of the Stock
Option Committee are Directors Acton, Dunn, and Sherman, all of whom are outside
Directors.  The Stock Option  Committee  administers  the  Company's  1997 Stock
Option Plan,  which  provides  for the grant of options to key  employees of the
Company and Bank. The Stock Option Committee did not meet in 2000.

      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 four times during
2000, 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 2000,  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 2000.

                          Report of the Audit Committee

      The Audit  Committee of Heartland  Bancshares is composed of 4 independent
directors. Management is responsible for the Corporation's internal controls and
the financial reporting process. The independent accountants are responsible for
performing an  independent  audit of the  Corporation's  consolidated  financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Committee's responsibility is to monitor and oversee these
processes.

      In  this  context,  the  Committee  has  met  and  held  discussions  with
management  and  the  independent  accountants.  Management  represented  to the
Committee that the Corporation's consolidated financial statements as of and for
the year ended  December 31, 2000 were  prepared in  accordance  with  generally
accepted  accounting  principles,  and the  Committee has reviewed and discussed
these consolidated financial statements with management. The Committee discussed
with the independent  accountants  matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees).

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

<PAGE>

      Based upon the discussions and reviews  referred to above, we recommend to
the  Board of  Directors  that the  financial  statements  referred  to above be
included in the  Corporation's  Annual  Report on Form 10-KSB for the year ended
December 31, 2000.

      Sharon Acton
      John Norton
      Patrick A. Sherman, Chair
      James C. Stewart

Disclosure of Principal Accountant's Fees

      Fees paid to Crowe,  Chizek and Company LLP for year 2000 services were as
follows:

Audit Fees                                                    $30,295
Financial Information Systems Design and Implementation             -
All Other Fees                                                 12,950


                            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 in 1,000 share  installments and all outstanding  options will be
fully exercisable at the 2001 annual meeting,  assuming continued service on the
Board.

                                Cash Compensation

      During 2000,  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 2000,  who was the only  executive
officer whose cash compensation for 2000 exceeded $100,000.

                           Summary Compensation Table
                                                      Long Term
                                                    Compensation
                            Annual Compensation        Awards
                                                     Securities
                                                     Underlying
        Name and                                      Options/
   Principal Position   Year     Salary     Bonus       SAR
   ------------------   ----     ------     -----       ---

     Steve Bechman,     2000    $125,248  $    0            0
      Chief Executive   1999    $119,767  $3,916        8,250
      Officer           1998    $115,000  $    0            0





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

      No option  exercises  occurred during 2000. The following table sets forth
information  with  respect  to the value of  options  held by Mr.  Bechman as of
December 31, 2000.


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


         Name            Exercisable/Unexercisable    Exercisable/Unexercisable
         ----            -------------------------    -------------------------
     Steve Bechman              21,998/7,665                     0 / 0


                 Certain Relationships And Related Transactions

      During 2000, 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.



<PAGE>


                             APPOINTMENT OF AUDITORS

      Crowe,  Chizek and Company LLP ("Crowe Chizek") served as auditors for the
Company in 2000.  Although it is anticipated that Crowe Chizek will be selected,
the Audit Committee has not yet considered the appointment of auditors for 2001.
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.