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^*

Fountain T Heath

(Last)

(First)

(Middle)

HERITAGE FINANCIAL GROUP

310 WEST OGLETHORPE BOULEVARD

(Street)

ALBANY

31701

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2006

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

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

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

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	4,664.5938⁽¹⁾	D
Common Stock	432.76	I	401(k)

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)
Stock Appreciation Right⁽²⁾	05/19/2007⁽³⁾	05/19/2016	Common Stock	11,000	$12.54	D
Stock Option (Right to Buy)⁽²⁾	05/19/2007⁽⁴⁾	05/19/2016	Common Stock	11,000	$12.54	D

Explanation of Responses:

1. 4,410 shares represent 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. 254.5938 shares reflect shares held in the individual's ESOP account.

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

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

4. Represents an award of employee stock options under the Issuer's Equity Incentive Plan. The options are scheduled to vest in five equal installments beginning on May 19, 2007.

	/s/ T. Heath Fountain	11/29/2006
	** 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 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).
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