<PAGE>
<PAGE>
           As filed with the Securities and Exchange Commission 
                        on February 27, 1997.
                                   Registration No. 333-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                    HEARTLAND BANCSHARES, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

        Illinois                               37-1356594
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                          318 South Park
                     Herrin, Illinois  62948-3604
                           (618) 942-7373
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

                       Heartland Bancshares, Inc.
                      Management Recognition Plan
 
                       Heartland Bancshares, Inc.
                  1996 Stock Option and Incentive Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     Howard S. Parris, Esquire
                     Daniel L. Hogans, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
===================================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of each                       Proposed Maximum   Proposed Maximum    Amount of
class of Securities  Amount to be   Offering Price    Aggregate Offering Registration
to be registered      registered      Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$.01 par value       122,762 (1)      $ (2)            $1,755,939.44 (2)     $532.11
=====================================================================================
<FN>
(1)  Maximum number of shares issuable under Heartland Bancshares, Inc.
Management Recognition Plan (35,075 shares) and Heartland Bancshares, Inc. 1996
Stock Option and Incentive Plan (87,687 shares), as such amounts may be
increased in accordance with said plan in the event of a merger, consolidation,
recapitalization or similar event involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
upon the price at which the options may be exercised.  122,762 shares are being
registered hereby, of which 1,755,939.44 are under option at a weighted average
exercise price of $14.00 per share ($1,227,562.00 in the aggregate).  The
remainder of such shares, which are not presently subject to option (35,079
shares), are being registered based upon the average of the bid and asked price
for the common stock of the Registrant as reported on the National Daily
Quotation System "Pink Sheet" on February 25, 1997 of $15.0625 per share
($528,377.44 in the aggregate).  Therefore, the total amount of the offering
being registered herein is $1,755,939.44.
</FN>
</TABLE>
<PAGE>
<PAGE>
                         PART I

             INFORMATION REQUIRED IN THE SECTION
                     10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the Heartland Bancshares, Inc. Management Recognition Plan and
Heartland Bancshares, Inc. 1996 Stock Option and Incentive Plan
(together, the "Plans") in accordance with Rule 428(b)(1).  In
accordance with Note to Part I of Form S-8, such documents are
not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements.

                          PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     Heartland Bancshares, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission.  Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web site
is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)     The Company's prospectus dated April 12, 1996.

     (b)     The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1996 as filed with the Commission on
May 28, 1996 (Commission File No. 0-28442).

     (c)     The Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1996 as filed with the Commission on
August 13, 1996 (Commission File 0-28442).

     (d)     The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 as filed with the Commission on
November 13, 1996 (Commission File 0-28442).

     (e)     The description of the Company's securities
contained in the Form SB-2 filed with the Commission on January
31, 1996 (Commission File No. 33-798)

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
        Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
        Not Applicable.
<PAGE>
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
        Article XVII of the Company's Articles of Incorporation
sets forth circumstances under which directors, officers,
employees and agents may be indemnified against liability which
they may incur in their capacities as follows:

                        ARTICLE XVII

                       Indemnification

     A.  Persons.  The Corporation shall indemnify, to the extent
provided in paragraphs B, D or F:

          (1)  any person who is or was a director, officer,
      employee, or agent of the Corporation; and

          (2)  any person who serves or served at the
      Corporation's request as a director, officer, employee,
      agent, partner or trustee of another corporation,
      partnership, joint venture, trust or other enterprise.

     B.  Extent -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation against a person named in paragraph A by reason of
his holding a position named in paragraph A, the Corporation
shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts
paid in settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit.

     C.  Standard -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation, a person named in paragraph A shall be indemnified
only if:

          (1)  he is successful on the merits or otherwise; or

          (2)  he acted in good faith in the transaction which is
      the subject of the suit or action, and in a manner he
      reasonably believed to be in, or not opposed to, the best
      interests of the Corporation, including, but not limited
      to, the taking of any and all actions in connection with
      the Corporation's response to any tender offer or any offer
      or proposal of another party to engage in a Business
      Combination (as defined in Article XV) not approved by the
      board of directors.  However, he shall not be indemnified
      in respect of any claim, issue or matter as to which he has
      been adjudged to have been liable to the Corporation
      unless, and only to the extent that, the court in which the
      suit was brought shall determine, upon application, that
      despite the adjudication but in view of all the
      circumstances, he is fairly and reasonably entitled to
      indemnity for such expenses as the court shall deem proper.

     D.  Extent -- Nonderivative Suits.  In case of a threatened,
pending or completed suit, action or proceeding (whether civil,
criminal, administrative or investigative), other than a suit by
or in the right of the Corporation, together hereafter referred
to as a nonderivative suit, against a person named in paragraph A
by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by him
in connection with the nonderivative suit, including, but not
limited to (i) expenses (including attorneys' fees), (ii) amounts
paid in settlement, (iii) judgments, and (iv) fines.

     E.  Standard -- Nonderivative Suits.  In case of a
nonderivative suit, a person named in paragraph A shall be
indemnified only if:

          (1)  he is successful on the merits or otherwise; or
<PAGE>
<PAGE>
          (2)  he acted in good faith in the transaction which is
      the subject of the nonderivative suit and in a manner he
      reasonably believed to be in, or not opposed to, the best
      interests of the Corporation, including, but not limited
      to, the taking of any and all actions in connection with
      the Corporation's response to any tender offer or any offer
      or proposal of another party to engage in a Business
      Combination (as defined in Article XV) not approved by the
      board of directors and, with respect to any criminal action
      or proceeding, he had no reasonable cause to believe his
      conduct was unlawful.  The termination of a nonderivative
      suit by judgment, order, settlement, conviction, or upon a
      plea of nolo contendere or its equivalent shall not, in
      itself, create a presumption that the person failed to
      satisfy the standard of this subparagraph E(2).

     F.  Determination That Standard Has Been Met.  A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:

           (1)  the board of directors by a majority vote of a
      quorum consisting of directors of the Corporation who were
      not parties to the action, suit or proceeding; or

           (2)  independent legal counsel (appointed by a quorum
      of the disinterested directors of the Corporation) in a
      written opinion; or

          (3)  the stockholders of the Corporation.

     G.  Proration.  Anyone making a determination under
paragraph F may determine that a person has met the standard as
to some matters but not as to others, and may reasonably prorate
amounts to be indemnified.

     H.  Advance Payment.  The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become subject
to indemnification under paragraphs A through G if:

          (1)  the board of directors authorizes the specific
payment; and

          (2)  the person receiving the payment undertakes in
      writing to repay the same if it is ultimately determined
      that he is not entitled to indemnification by the
      Corporation under paragraphs A through G.

     I.  Nonexclusive.  The indemnification and advance payment
of expenses provided by paragraphs A through H shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

     J.  Continuation.  The indemnification and advancement of
expenses provided by this Article XVII shall be deemed to be a
contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of
this Article XVII shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such state
of facts.  The indemnification and advance payment provided by
paragraphs A through H shall continue as to a person who has
ceased to hold a position named in paragraph A and shall inure to
his heirs, executors and administrators.

     K.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through H.
<PAGE>
<PAGE>
     L.  Intention and Savings Clause.  It is the intention of
this Article XVII to provide for indemnification to the fullest
extent permitted by the Business Corporation Act of the State of
Illinois, and this Article XVII shall be interpreted accordingly. 
If this Article XVII or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer,
employee, and agent of the Corporation as to costs, charges, and
expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement with respect to any action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable
portion of this Article XVII that shall not have been invalidated
and to the full extent permitted by applicable law.  If the
Business Corporation Act of the State of Illinois is amended, or
other Illinois law is enacted, to permit further or additional
indemnification of the persons defined in this Article XVII.A,
then the indemnification of such persons shall be to the fullest
extent permitted by the Business Corporation Act of the State of
Illinois, as so amended, or such other Illinois law.

     Section 8.75 of the Illinois Business Corporation Act
permits an Illinois corporation to indemnify directors, officers,
employees and agents of the Company to the same degree and in the
same circumstances as set forth in Article XVII of the Company's
Articles of Incorporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
       Not Applicable.

ITEM 8.  EXHIBITS
------
     For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.


ITEM 9.  UNDERTAKINGS
------

     1.     The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-
          effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in the registration statement. 
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which
          was registered) and any deviation from the low or high
          and of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no
          more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration
          statement.

               (iii)  To include any material information with
          respect to the plan of distribution not previously
          disclosed in the  registration statement or any
          material change to such information in the registration
          statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.


<PAGE>

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     2.     The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     3.     The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

     4.     Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.<PAGE>
<PAGE>
                     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Herrin, State of Illinois, on
February 10, 1997.

                            HEARTLAND BANCSHARES, INC.

                            By: /s/ Roger O. Hileman
                                ----------------------------
                                Roger O. Hileman
                                President and Chief Executive
                                Officer
                                (Duly Authorized Representative)

                    POWER OF ATTORNEY

     We, the undersigned Directors of Heartland Bancshares, Inc.,
hereby severally constitute and appoint Roger Hileman, with full
power of substitution, our true and lawful attorney and agent, to
do any and all things in our names in the capacities indicated
below which said Roger Hileman may deem necessary or advisable to
enable Heartland Bancshares, Inc. to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the registration of Heartland Bancshares, Inc.
common stock, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities
indicated below, the registration statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Roger Hileman shall do or
cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures                      Title                        Date
-----------                      -----                        -----
<S>                           <C>                            <C>

/s/ Roger O. Hileman        Director, President and     February 10, 1997
-------------------------   Chief Executive Officer
Roger O. Hileman            (Principal Executive and
                            Financial and Accounting
                            Officer)

/s/ James C. Walker         Chairman of the Board       February 10, 1997
-------------------------
James C. Walker

/s/ Paul R. Calcaterra      Director                    February 10, 1997
-------------------------
Paul R. Calcaterra

/s/ B. D. Cross             Director                    February 10, 1997
-------------------------
B. D. Cross

/s/ Charles Stevens          Director                    February 10, 1997
-------------------------
Charles Stevens

/s/ Randall A. Youngblood    Director                    February 10, 1997
-------------------------
Randall A. Youngblood
/TABLE
<PAGE>
<PAGE>

                        INDEX TO EXHIBITS



Exhibit     Description               
-------     -----------
5           Opinion of Housley Kantarian & Bronstein, P.C. as
            to the validity of the Common Stock being registered

23.1        Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5)

23.2        Consent of Independent Certified Public Accountants
 
24          Power of Attorney (contained in the signature page to
            this registration statement)

99.1        Heartland Bancshares, Inc. Management Recognition
            Plan and associated trust agreement

99.2        Heartland Bancshares, Inc. 1996 Stock Option and
            Incentive Plan and 1997 Amendment

99.3        Form of Stock Option Agreement to be entered  into
            with Optionees with respect to Incentive Stock
            Options granted under the Heartland Bancshares, Inc.
            1996 Stock Option and Incentive Plan

99.4        Form of Stock Option Agreement to be entered into
            with Optionees with respect to Non-Incentive Stock
            Options granted under the Heartland Bancshares, Inc.
            1996 Stock Option and Incentive Plan

99.5        Form of Agreement to be entered into with Optionees
            with respect to Stock Appreciation Rights granted
            under the Heartland Bancshares, Inc. 1996 Stock
            Option and Incentive Plan

99.6        Notice of MRP Award

99.7        Memorandum concerning taxation of MRP Awards, and
            associated election form
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26415}]
{"company-data": {"conformed-name": "HEARTLAND BANCSHARES INC", "cik": "0001007002", "assigned-sic": "6035", "irs-number": "371356594", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22489", "film-number": "97546060"}, "business-address": {"street1": "318 SOUTH PARK AVE", "city": "HERRIN", "state": "IL", "zip": "62948", "phone": "6189427373"}, "mail-address": {"street1": "318 SOUTH PARK", "city": "HERRIN", "state": "IL", "zip": "62948"}}
As filed with the Securities and Exchange Commission 
                        on February 27, 1997.
                                   Registration No. 333-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                    HEARTLAND BANCSHARES, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

        Illinois                               37-1356594
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                          318 South Park
                     Herrin, Illinois  62948-3604
                           (618) 942-7373
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

                       Heartland Bancshares, Inc.
                      Management Recognition Plan
 
                       Heartland Bancshares, Inc.
                  1996 Stock Option and Incentive Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     Howard S. Parris, Esquire
                     Daniel L. Hogans, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================
Title of each                       Proposed Maximum   Proposed Maximum    Amount of
class of Securities  Amount to be   Offering Price    Aggregate Offering Registration
to be registered      registered      Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$.01 par value       122,762 (1)      $ (2)            $1,755,939.44 (2)     $532.11
=====================================================================================
(1)  Maximum number of shares issuable under Heartland Bancshares, Inc.
Management Recognition Plan (35,075 shares) and Heartland Bancshares, Inc. 1996
Stock Option and Incentive Plan (87,687 shares), as such amounts may be
increased in accordance with said plan in the event of a merger, consolidation,
recapitalization or similar event involving the Registrant.
(2)  Under Rule 457(h) the registration fee may be calculated, inter alia, based
upon the price at which the options may be exercised.  122,762 shares are being
registered hereby, of which 1,755,939.44 are under option at a weighted average
exercise price of $14.00 per share ($1,227,562.00 in the aggregate).  The
remainder of such shares, which are not presently subject to option (35,079
shares), are being registered based upon the average of the bid and asked price
for the common stock of the Registrant as reported on the National Daily
Quotation System "Pink Sheet" on February 25, 1997 of $15.0625 per share
($528,377.44 in the aggregate).  Therefore, the total amount of the offering
being registered herein is $1,755,939.44.
PART I

             INFORMATION REQUIRED IN THE SECTION
                     10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the Heartland Bancshares, Inc. Management Recognition Plan and
Heartland Bancshares, Inc. 1996 Stock Option and Incentive Plan
(together, the "Plans") in accordance with Rule 428(b)(1).  In
accordance with Note to Part I of Form S-8, such documents are
not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements.

                          PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     Heartland Bancshares, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission.  Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web site
is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)     The Company's prospectus dated April 12, 1996.

     (b)     The Company's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1996 as filed with the Commission on
May 28, 1996 (Commission File No. 0-28442).

     (c)     The Company's Quarterly Report on Form 10-QSB for
the quarter ended June 30, 1996 as filed with the Commission on
August 13, 1996 (Commission File 0-28442).

     (d)     The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 as filed with the Commission on
November 13, 1996 (Commission File 0-28442).

     (e)     The description of the Company's securities
contained in the Form SB-2 filed with the Commission on January
31, 1996 (Commission File No. 33-798)

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
        Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
        Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
        Article XVII of the Company's Articles of Incorporation
sets forth circumstances under which directors, officers,
employees and agents may be indemnified against liability which
they may incur in their capacities as follows:

                        ARTICLE XVII

                       Indemnification

     A.  Persons.  The Corporation shall indemnify, to the extent
provided in paragraphs B, D or F:

          (1)  any person who is or was a director, officer,
      employee, or agent of the Corporation; and

          (2)  any person who serves or served at the
      Corporation's request as a director, officer, employee,
      agent, partner or trustee of another corporation,
      partnership, joint venture, trust or other enterprise.

     B.  Extent -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation against a person named in paragraph A by reason of
his holding a position named in paragraph A, the Corporation
shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts
paid in settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit.

     C.  Standard -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation, a person named in paragraph A shall be indemnified
only if:

          (1)  he is successful on the merits or otherwise; or

          (2)  he acted in good faith in the transaction which is
      the subject of the suit or action, and in a manner he
      reasonably believed to be in, or not opposed to, the best
      interests of the Corporation, including, but not limited
      to, the taking of any and all actions in connection with
      the Corporation's response to any tender offer or any offer
      or proposal of another party to engage in a Business
      Combination (as defined in Article XV) not approved by the
      board of directors.  However, he shall not be indemnified
      in respect of any claim, issue or matter as to which he has
      been adjudged to have been liable to the Corporation
      unless, and only to the extent that, the court in which the
      suit was brought shall determine, upon application, that
      despite the adjudication but in view of all the
      circumstances, he is fairly and reasonably entitled to
      indemnity for such expenses as the court shall deem proper.

     D.  Extent -- Nonderivative Suits.  In case of a threatened,
pending or completed suit, action or proceeding (whether civil,
criminal, administrative or investigative), other than a suit by
or in the right of the Corporation, together hereafter referred
to as a nonderivative suit, against a person named in paragraph A
by reason of his holding a position named in paragraph A, the
Corporation shall indemnify him if he satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by him
in connection with the nonderivative suit, including, but not
limited to (i) expenses (including attorneys' fees), (ii) amounts
paid in settlement, (iii) judgments, and (iv) fines.

     E.  Standard -- Nonderivative Suits.  In case of a
nonderivative suit, a person named in paragraph A shall be
indemnified only if:

          (1)  he is successful on the merits or otherwise; or
(2)  he acted in good faith in the transaction which is
      the subject of the nonderivative suit and in a manner he
      reasonably believed to be in, or not opposed to, the best
      interests of the Corporation, including, but not limited
      to, the taking of any and all actions in connection with
      the Corporation's response to any tender offer or any offer
      or proposal of another party to engage in a Business
      Combination (as defined in Article XV) not approved by the
      board of directors and, with respect to any criminal action
      or proceeding, he had no reasonable cause to believe his
      conduct was unlawful.  The termination of a nonderivative
      suit by judgment, order, settlement, conviction, or upon a
      plea of nolo contendere or its equivalent shall not, in
      itself, create a presumption that the person failed to
      satisfy the standard of this subparagraph E(2).

     F.  Determination That Standard Has Been Met.  A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:

           (1)  the board of directors by a majority vote of a
      quorum consisting of directors of the Corporation who were
      not parties to the action, suit or proceeding; or

           (2)  independent legal counsel (appointed by a quorum
      of the disinterested directors of the Corporation) in a
      written opinion; or

          (3)  the stockholders of the Corporation.

     G.  Proration.  Anyone making a determination under
paragraph F may determine that a person has met the standard as
to some matters but not as to others, and may reasonably prorate
amounts to be indemnified.

     H.  Advance Payment.  The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become subject
to indemnification under paragraphs A through G if:

          (1)  the board of directors authorizes the specific
payment; and

          (2)  the person receiving the payment undertakes in
      writing to repay the same if it is ultimately determined
      that he is not entitled to indemnification by the
      Corporation under paragraphs A through G.

     I.  Nonexclusive.  The indemnification and advance payment
of expenses provided by paragraphs A through H shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

     J.  Continuation.  The indemnification and advancement of
expenses provided by this Article XVII shall be deemed to be a
contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of
this Article XVII shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such state
of facts.  The indemnification and advance payment provided by
paragraphs A through H shall continue as to a person who has
ceased to hold a position named in paragraph A and shall inure to
his heirs, executors and administrators.

     K.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through H.
L.  Intention and Savings Clause.  It is the intention of
this Article XVII to provide for indemnification to the fullest
extent permitted by the Business Corporation Act of the State of
Illinois, and this Article XVII shall be interpreted accordingly. 
If this Article XVII or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer,
employee, and agent of the Corporation as to costs, charges, and
expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement with respect to any action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the
Corporation, to the full extent permitted by any applicable
portion of this Article XVII that shall not have been invalidated
and to the full extent permitted by applicable law.  If the
Business Corporation Act of the State of Illinois is amended, or
other Illinois law is enacted, to permit further or additional
indemnification of the persons defined in this Article XVII.A,
then the indemnification of such persons shall be to the fullest
extent permitted by the Business Corporation Act of the State of
Illinois, as so amended, or such other Illinois law.

     Section 8.75 of the Illinois Business Corporation Act
permits an Illinois corporation to indemnify directors, officers,
employees and agents of the Company to the same degree and in the
same circumstances as set forth in Article XVII of the Company's
Articles of Incorporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
       Not Applicable.

ITEM 8.  EXHIBITS
------
     For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

     1.     The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement --

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
          events arising after the effective date of the
          registration statement (or the most recent post-
          effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in the registration statement. 
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if the total dollar
          value of securities offered would not exceed that which
          was registered) and any deviation from the low or high
          and of the estimated maximum offering range may be
          reflected in the form of prospectus filed with the
          Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no
          more than 20 percent change in the maximum aggregate
          offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration
          statement.

               (iii)  To include any material information with
          respect to the plan of distribution not previously
          disclosed in the  registration statement or any
          material change to such information in the registration
          statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b)  That, for the purpose of determining any liability
under the Securities Act of 1934, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     2.     The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     3.     The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

     4.     Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Herrin, State of Illinois, on
February 10, 1997.

                            HEARTLAND BANCSHARES, INC.

                            By: /s/ Roger O. Hileman
                                ----------------------------
                                Roger O. Hileman
                                President and Chief Executive
                                Officer
                                (Duly Authorized Representative)

                    POWER OF ATTORNEY

     We, the undersigned Directors of Heartland Bancshares, Inc.,
hereby severally constitute and appoint Roger Hileman, with full
power of substitution, our true and lawful attorney and agent, to
do any and all things in our names in the capacities indicated
below which said Roger Hileman may deem necessary or advisable to
enable Heartland Bancshares, Inc. to comply with the Securities
Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in
connection with the registration of Heartland Bancshares, Inc.
common stock, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities
indicated below, the registration statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Roger Hileman shall do or
cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures                      Title                        Date
-----------                      -----                        -----
/s/ Roger O. Hileman        Director, President and     February 10, 1997
-------------------------   Chief Executive Officer
Roger O. Hileman            (Principal Executive and
                            Financial and Accounting
                            Officer)

/s/ James C. Walker         Chairman of the Board       February 10, 1997
-------------------------
James C. Walker

/s/ Paul R. Calcaterra      Director                    February 10, 1997
-------------------------
Paul R. Calcaterra

/s/ B. D. Cross             Director                    February 10, 1997
-------------------------
B. D. Cross

/s/ Charles Stevens          Director                    February 10, 1997
-------------------------
Charles Stevens

/s/ Randall A. Youngblood    Director                    February 10, 1997
-------------------------
Randall A. Youngblood
/TABLE
INDEX TO EXHIBITS

Exhibit     Description               
-------     -----------
5           Opinion of Housley Kantarian & Bronstein, P.C. as
            to the validity of the Common Stock being registered

23.1        Consent of Housley Kantarian & Bronstein, P.C.
            (appears in their opinion filed as Exhibit 5)

23.2        Consent of Independent Certified Public Accountants
 
24          Power of Attorney (contained in the signature page to
            this registration statement)

99.1        Heartland Bancshares, Inc. Management Recognition
            Plan and associated trust agreement

99.2        Heartland Bancshares, Inc. 1996 Stock Option and
            Incentive Plan and 1997 Amendment

99.3        Form of Stock Option Agreement to be entered  into
            with Optionees with respect to Incentive Stock
            Options granted under the Heartland Bancshares, Inc.
            1996 Stock Option and Incentive Plan

99.4        Form of Stock Option Agreement to be entered into
            with Optionees with respect to Non-Incentive Stock
            Options granted under the Heartland Bancshares, Inc.
            1996 Stock Option and Incentive Plan

99.5        Form of Agreement to be entered into with Optionees
            with respect to Stock Appreciation Rights granted
            under the Heartland Bancshares, Inc. 1996 Stock
            Option and Incentive Plan

99.6        Notice of MRP Award

99.7        Memorandum concerning taxation of MRP Awards, and
            associated election form