As described in its press release, dated September 16, 2009, and its final prospectus supplement, dated September 16, 2009, (the "Prospectus Supplement") and filed on September 17, 2009 with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), Heritage Financial Corporation (the "Company") entered into an underwriting agreement on September 16, 2009 (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc. as representative of the underwriters (the "Underwriters") providing for the offer and sale in a firm commitment offering of 3,775,000 shares of the Company's common stock, no par value per share (the "Common Stock"), sold by the Company at a price of $11.50 per share ($10.81 per share, net of underwriting discounts). Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to an additional 566,250 shares of the Company's Common Stock to cover over-allotments, if any.

In the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities arising under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

A copy of the opinion of Breyer & Associates PC relating to the validity of the shares of Common Stock offered pursuant to the Prospectus Supplement is attached as Exhibit 5.1 to this Form 8-K.

On September 16, 2009, the Company announced that the Company had priced a public offering of 3,775,000 shares. The Company has also granted the underwriters a 30-day option to purchase up to an additional 566,250 shares to cover related over-allotments, if any. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

In accordance with General Instruction B.2. of Form 8-K, the information in Item 7.01 and the press release shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits:

The following exhibits are being filed herewith and this list shall constitute the exhibit index:

1.1     Underwriting Agreement dated September 16, 2009, by and among Heritage
        Financial Corporation and Keefe, Bruyette & Woods, Inc.

5.1     Opinion of Breyer & Associates PC

23.1    Consent of Breyer & Associates PC (included in the opinion filed in Exhibit
        5.1)

99.1    Press release dated September 16, 2009 announcing the execution and
        delivery of the Underwriting Agreement