Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 28, 2012, the Board of Directors of Heritage Bankshares, Inc. (the "Company") approved an amendment to the Bylaws of the Company (the "Bylaw Amendment"). The Bylaws stipulate that the number of directors of the Company will be fixed by resolution of the Board of Directors from time to time and previously provided that the number of directors would not be fewer than fifteen
(15) or more than twenty-one (21); under the Bylaw Amendment, the minimum number of members of the Board was reduced from fifteen (15) to twelve (12) directors. A copy of the Bylaw Amendment is included as Exhibit 3.3 to this Form 8-K and is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.3 Amendment to Bylaws of Heritage Bankshares, Inc.

Heritage Bankshares, Inc. (Registrant)

Date: April 2, 2012 /s/ John O. Guthrie John O. Guthrie Chief Financial Officer

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