SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Burdette Tammy W

(Last)

(First)

(Middle)

C/O HERITAGE FINANCIAL GROUP

310 WESTE OGLETHORPE BOULEVARD

(Street)

ALBANY

31701

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Heritage Financial Group [ HBOS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/19/2006		A⁽¹⁾		18,290⁽¹⁾	A	$0	23,088⁽²⁾	D
Common Stock								6,025⁽³⁾	I	By 401(k)
Common Stock								1,000	I	By Minor Son (Jason)
Common Stock								1,000	I	By Minor Son (Jeffrey)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$12.54	05/19/2006		A⁽⁴⁾⁽⁵⁾		46,000		05/19/2007⁽⁵⁾	05/19/2016	Common Stock	46,000	$0	46,000	D
Stock Option ("Right to Buy")	$12.54	05/19/2006		A⁽⁴⁾⁽⁶⁾		46,000		05/19/2007⁽⁶⁾	05/19/2016	Common Stock	46,000	$0	46,000	D

Explanation of Responses:

1. Transaction represents an award of restricted stock under the Issuer's 2006 Equity Incentive Plan. The shares are scheduled to vest in five equal annual installments beginning on May 19, 2007.

2. Reflects ESOP allocation that has occurred since the date of the reporting person's last ownership report.

3. Includes 27 shares acquired on reinvestment of dividends received in Issuer's shares in Issuer's 401(k) since the date of the person's last ownership report.

4. The stock appreciation rights and employee stock options were granted in tandem. Accordingly, the exercise of one results in the expiration of the other.

5. Transaction represents an award of stock appreciation rights under the Issuer's 2006 Equity Incentive Plan. The rights are scheduled to vest in five equal annual installments beginning on May 19, 2007.

6. Transaction represents an award of stock options under the Issuer's 2006 Equity Incentive Plan. The options are scheduled to vest in five equal annual installments beginning on May 19, 2007.

	/s/ Tammy W. Burdette	05/23/2006
	** 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 4 (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).
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