SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Christensen Gary B

(Last)

(First)

(Middle)

PO BOX 1578

(Street)

OLYMPIA

98507

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2005

3. Issuer Name and Ticker or Trading Symbol
HERITAGE FINANCIAL CORP /WA/ [ HFWA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,471	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	03/06/2001⁽¹⁾	03/06/2008	Common Stock	300	$7.72	D
Non-Qualified Stock Option (right to buy)	04/27/2001⁽¹⁾	03/05/2007	Common Stock	200	$9	D
Non-Qualified Stock Option (right to buy)	03/27/2002⁽¹⁾	03/27/2009	Common Stock	300	$10.15	D
Non-Qualified Stock Option (right to buy)	02/19/2003⁽¹⁾	02/19/2010	Common Stock	450	$12.25	D
Non-Qualified Stock Option (right to buy)	03/20/2004⁽²⁾	03/20/2011	Common Stock	450	$21.38	D
Non-Qualified Stock Option (right to buy)	03/18/2005⁽²⁾	03/18/2012	Common Stock	450	$21.11	D
Non-Qualified Stock Option (right to buy)	02/17/2006⁽²⁾	02/17/2013	Common Stock	450	$21.52	D

Explanation of Responses:

1. Grant to reporting person of option to purchase shares of common stock under the issuer's 1998 stock option plan, in a transaction exempt from Rule 16b-3. One third of the option is exercisable annually beginning one year after grant and expires five years after it becomes exercisable.

2. Grant to reporting person of option to purchase shares of common stock under the issuer's 2002 stock option plan, in a transaction exempt from Rule 16b-3. One third of the option is exercisable annually beginning one year after grant and expires five years after it becomes exercisable.

	Gary B. Christensen	05/11/2005
	Edward D. Cameron for Gary B. Christensen	05/11/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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