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

~~August~~October 2224, 2012

Date of Report (Date of earliest event reported)

Heritage Bankshares, Inc.

(Exact name of registrant as specified in its charter)

Virginia

0-11255

54-1234322

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

150 Granby Street, Suite 150, Norfolk, Virginia 23510

(Address of principal executive offices, including zip code)

757-648-1700

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

¨	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))

Item 5 2.02. ~~DEPARTURE~~Results OFof ~~DIRECTORS~~Operations ORand ~~CERTAIN~~Financial ~~OFFICERS;~~Condition ~~ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~

On October 25, 2012, Heritage Bankshares, Inc. (ethe “Company”) ~~Amendment~~issued a press release related to ~~Equity~~its ~~Incentive~~results ~~Plan~~of operations and financial condition for the quarter and nine-month period ended September 30, 2012 (the “Press Release”). The text of the Press Release is included as Exhibit 99.1 to this report and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 of this Form 8-K, including Exhibit 99.1 hereto, shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The Company will include unaudited financial statements and additional analyses for the quarter and nine-month period ended September 30, 2012 as part of its Form 10-Q covering the period.

~~The Company has previously adopted and sponsors the Heritage 2006 Equity Incentive Plan, as amended and restated effective January~~Item 28, 2009 and as further amended effective January 25, 2012 (the “Equity Incentive Plan”), under which the named executive officers of the Company (among others) participate. (For additional information regarding the terms and conditions of the Equity Incentive Plan, as well as a copy of the Plan itself, please see the Company’s Form S-8 ~~filed on July 28, 2009~~.~~) The Equity Incentive Plan empowers the Board of Directors of the Company, in its discretion, to amend the Equity Incentive Plan in certain respects~~01. ~~Consistent~~Other ~~with~~Events its authority to amend the Equity Incentive Plan, effective August 22, 2012, the Board amended the definition of “Fair Market Value” under Section 1.11 of the Equity Incentive Plan to read as follows:

~~“1.11.~~The Company ~~“Fair~~also ~~Market~~announced ~~Value”~~in ofthe aPress ~~share~~Release ofthat, ~~Common Stock~~ on ~~any~~October 24, ~~relevant~~2012, ~~date means: (i)~~ the ~~price~~Board of ~~the~~Directors ~~last~~declared ~~sale of~~ a ~~share~~quarterly ofdividend ~~Common Stock~~ on the ~~OTC~~Company’s ~~Markets~~common ~~Group~~stock ~~(or~~in ~~its successor interdealer quotation system) occurring prior to~~ the ~~grant~~amount of ~~the~~$0.06 ~~applicable~~per ~~Award~~share, ~~under~~payable ~~the~~on ~~Plan; or (ii)~~November ~~if (i) is inapplicable~~16, ~~the~~ ~~fair~~2012 ~~market~~to ~~value~~shareholders of asrecord ~~determined~~on inNovember 5, ~~good faith by the Board~~2012.”

The same day, the Board of Directors also declared a dividend on the preferred stock issued by the Company in connection with its participation in the Small Business Lending Fund Program. Specifically, the Board declared a cash dividend of $50,602.50, which represents the expected amount of the dividend next payable by the Company under the SBLF program based on its applicable level of “Qualified Small Business Lending”. This dividend shall be payable and paid on January 2, 2013 to the holders of the SBLF Preferred Stock of record on December 20, 2012 (currently the sole shareholder of record of the SBLF Preferred Stock is the Secretary of the Treasury).

Item 9.01 Financial Statements and Exhibits

99.1 Press Release issued by Heritage Bankshares, Inc. on October 25, 2012.

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 Bankshares, Inc.
				(Registrant)
Date: August 24, 2012				/s/ John O. Guthrie
Date: October 25, 2012				/s/ John O. Guthrie
				John O. Guthrie
				Chief Financial Officer

INDEX TO EXHIBITS


Exhibit Number		Description

99.1		Press Release issued by Heritage Bankshares, Inc. on October 25, 2012

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