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                                                      REGISTRATION NO. 333-67107
                                                      RULES 424(b)(3) AND 424(c)



                           HEARTLAND BANCSHARES, INC.

             SUPPLEMENT NO. 2 TO PROSPECTUS DATED FEBRUARY 5, 1999


     Heartland Bancshares, Inc. (the "Company") has elected to extend the
expiration date of its public offering to September 3, 1999. As of the date of
this supplement, gross proceeds of approximately $5,075,000 had been received by
Heartland Bancshares in the offering.



                  The date of this Supplement is June 3, 1999.



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