8-K

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549



                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of
                    the Securities and Exchange Act of 1934

                       Date of Report:  October 22, 1999

                        HERITAGE FINANCIAL CORPORATION
            (Exact name of registrant as specified in its charter)


        WASHINGTON                         0-29480                91-1857900
(State or other jurisdiction of    (Commission File Number)     (IRS Employer
       incorporation)                                        Identification No.)

          205 Fifth Avenue SW
              Olympia WA                                            98501
(Address of principal executive officers)                         (Zip Code)

      Registrant's telephone number, including area code:  (360) 943-1500


ITEM 5 - OTHER EVENTS

On October 22, 1999, Heritage Financial Corporation announced that its Board of
Directors had authorized the purchase of up to ten percent (10%) of its
outstanding shares in the open market or in privately negotiated transactions.
The news release regarding this repurchase is attached to this filing.


ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial statements - not applicable

     (b)  Pro forma financial information - not applicable

     (c)  Exhibits:

          99  News Release issued by Heritage, dated October 22, 1999


                                  SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

     Dated:  October 28, 1999

                             HERITAGE FINANCIAL CORPORATION


                             By: /s/ Donald V. Rhodes
                                 ------------------------------
                                 Donald V. Rhodes
                                 Chairman, President and Chief Executive Officer

EX-99

                                                                      EXHIBIT 99

                      [HF HERITAGE FINANCIAL LETTERHEAD]


                                                         FOR IMMEDIATE RELEASE
                                                         ---------------------
                                                         DATE:  October 22, 1999

CONTACT: Donald V. Rhodes
         Chairman, President and
         Chief Executive Officer                         (360) 943-1500

                     HERITAGE FINANCIAL CORPORATION BOARD
                          AUTHORIZES STOCK REPURCHASE

Heritage Financial Corporation, Olympia, WA (Nasdaq: HFWA): The Board of
Directors of Heritage Financial Corporation has authorized the purchase of up to
10% of the Company's outstanding shares or approximately 1.1 million shares. The
purchase will take place over the next 15 months in the open market or in
privately negotiated transactions at times deemed appropriate.

Heritage's Chairman, President and Chief Executive Officer, Donald V. Rhodes,
stated, "Heritage operates with capital levels well in excess of regulatory
requirements and well in excess of our internal needs. Buying in our own shares
with some of our excess capital funds is the best use of this capital,
especially given current market conditions."

Heritage Financial Corporation is a $487 million asset sized bank holding
company headquartered in Olympia, Washington. Heritage operates two community
banks, Heritage Bank and Central Valley Bank, N.A. Heritage Bank serves Pierce,
Thurston and Mason Counties in the South Puget Sound region of Washington
through its twelve full-service banking offices. Central Valley Bank serves
Yakima County in central Washington through its five full-service banking
offices.