Item 7.01 Regulation FD Disclosure

On September 22, 2009, Heritage Financial Corporation announced that it had raised approximately $49.9 million through a previously announced public offering of 4,341,250 shares of the Company's common stock, including 566,250 shares pursuant to the underwriters' over-allotment option, at a price of $11.50 per share. The net proceeds to the Company after deducting underwriting discounts and commissions and estimated offering expenses are expected to be $46.6 million. Keefe, Bruyette & Woods, Inc. acted as lead book-running manager of the offering with D.A. Davidson & Co. as a co-manager. 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits:

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

99.1 Press release dated September 22, 2009 announcing the closing of the offering

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