UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~————————————————~~_____________________________

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 2430, 2010

HERITAGE FINANCIAL GROUP

(Exact name of Registrant as specified in its charter)

United States (State or Other Jurisdiction of Incorporation) 000-51305 (Commission File Number) 45-0479535 (I.R.S. Employer Identification No.)

United States		000-51305		45-0479535
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

721 North Westover Boulevard, Albany, Georgia 31707

(Address of principal executive offices)

(229) 420-0000

Registrant's telephone number, including area code

Not Applicable

(Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~ITEM~~¨ ~~5.07.~~Written ~~Submission~~communications ofpursuant ~~Matters~~ to aRule ~~Vote~~425 ofunder ~~Security~~the ~~Holders~~Securities Act (17 CFR 230.425)

~~Heritage~~¨ ~~Financial~~Soliciting ~~Group~~material ~~(“the~~pursuant ~~Registrant”) held its special meeting of shareholders on November 23, 2010. Holders of record of the Registrant’s common stock at the close of business on October 8, 2010, were entitled~~ to ~~vote~~Rule on14a-12 ~~six~~under ~~proposals at~~ the ~~special~~Exchange ~~meeting.~~Act ~~The~~(17 ~~final~~CFR ~~voting results of each proposal are set forth below~~240.14a-12)

~~Proposal~~¨ 1Pre-commencement –communications ~~Plan~~pursuant ofto ~~Conversion~~Rule ~~and~~14d-2(b) ~~Reorganization~~under the Exchange Act (17 CFR 240.14d-2(b))

~~The~~¨ ~~Registrant’s~~Pre-commencement ~~shareholders~~communications ~~approved~~pursuant ~~the~~to ~~Plan~~Rule of13e-4(c) ~~Conversion~~under ~~and Reorganization as described in~~ the ~~proxy~~Exchange ~~statement/prospectus~~Act ~~dated~~(17 ~~October~~CFR ~~12, 2010~~240.13e-4(c))

	Votes of Shareholders Excluding Heritage MHC		Votes of Shareholders Including Heritage MHC
For		1,727,619		9,596,494
Against		5,012		5,012
Abstain		800		800
Broker Non-Votes		263,896		263,896

Proposal 2 – Adjournment of Special Meeting

The Registrant’s shareholders approved the proposal providing for the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there were not sufficient votes at the time of the special meeting to approve the Plan of Conversion and Reorganization.

For			9,569,048
Against			32,333
Abstain			925
Broker Non-Votes			263,896

Proposal 3a-3d – Informational Proposals

3a. The Registrant’s shareholders approved a provision in Heritage Financial Group, Inc.’s articles of incorporation to limit the ability of shareholders to remove directors.

For			9,176,646
Against			683,847
Abstain			5,709
Broker Non-Votes			-

3b. The Registrant’s shareholders approved a provision in Heritage Financial Group, Inc.’s articles of incorporation requiring a supermajority vote of shareholders to approve certain amendments to Heritage Financial Group, Inc.’s articles of incorporation.

For			9,252,571
Against			611,891
Abstain			1,740
Broker Non-Votes			-

3c. The Registrant’s shareholders approved a provision in Heritage Financial Group, Inc.’s articles of incorporation requiring a supermajority vote of shareholders to approve shareholder-proposed amendments to Heritage Financial Group, Inc.’s bylaws.

For			9,244,521
Against			616,267
Abstain			5,414
Broker Non-Votes			-

3d. The Registrant’s shareholders approved a provision in Heritage Financial Group, Inc.’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Heritage Financial Group, Inc.’s outstanding voting stock.

For			9,413,569
Against			444,588
Abstain			8,045
Broker Non-Votes			-

ITEM 8.01. Other Events.

On November 2330, 2010, ~~the~~Heritage ~~Registrant~~Financial ~~announced~~Group ~~that~~(“Registrant”) completed its ~~shareholders~~merger into Heritage Financial Group, Inc. (the “Company”), a Maryland corporation and the ~~depositors~~new ofholding ~~Heritage~~company ~~Bank~~for HeritageBank of the South. On ~~have~~that ~~each~~same ~~approved~~date the ~~plan~~Company ofannounced ~~conversion~~the ~~and~~completion ~~reorganization~~of ~~pursuant~~the to“second-step” ~~which~~conversion ~~Heritage~~from ~~MHC~~the ~~will~~mutual ~~convert~~holding company to the ~~full~~ stock holding company form of organization. ~~Heritage~~and ~~Financial~~the ~~Group,~~related ~~Inc~~public offering by the Company. The Company also announced that the ~~results~~prior ofholding ~~its~~companies ~~offering~~for ofthe Bank, Heritage MHC and the Registrant have ceased to exist and that all outstanding shares of Registrant common stock in(other ~~connection~~than ~~with~~those owned by Heritage MHC) have been converted into the ~~conversion~~right to receive 0.8377 ~~The~~shares ~~conversion~~of ~~and~~Company ~~offering~~common ~~are~~stock. In ~~expected~~this tostock exchange, cash in lieu of fractional shares will be ~~completed~~paid onat ~~November~~a ~~30,~~rate ~~2010,~~of ~~subject~~$10.00 toper ~~receipt~~share. A copy of ~~final~~the ~~regulatory~~press ~~approvals,~~release ~~including~~announcing ~~approval~~the completion of athe ~~final~~conversion ~~appraisal,~~and offering is included as Exhibit 99.1 to this report and ~~other~~is ~~customary~~incorporated ~~closing~~herein ~~conditions~~by reference.

The foregoing description is only a summary and is qualified in its entirety to the full text of the release which is included as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits ~~Exhibit 99.1 Press release dated November 23, 2010~~

Exhibit 99.1 Press release dated November 30, 2010

SIGNATURES

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

	HERITAGE FINANCIAL GROUP
Date: November 24, 2010	By:	/s/ T. Heath Fountain
Date: November 30, 2010		By:	/s/ T. Heath Fountain
		~~T. Heath Fountain~~	T. Heath Fountain
		~~Senior Vice President and~~	Senior Vice President and
		~~Chief Financial Officer~~	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibit(s)
99.1		Copy of press release issued by the Company on November 2330, 2010.

Filing Compare · Heritage Financial Group