UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of ~~The~~

The Securities Exchange Act of 1934

~~December~~January 723, ~~2012~~2013

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)		(~~CommissionFile~~Commission File Number)		(I.R.S. ~~EmployerIdentification~~Employer Identification No.)

150 Granby Street, Suite 150, ~~Norfolk, Virginia 23510~~

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 8.01. OTHER EVENTS

On ~~December~~January 723, ~~2012~~2013, the Board of Directors of Heritage Bankshares, Inc. (the “Company”) ~~issued~~declared a ~~press~~dividend ~~release~~on ~~announcing~~the ~~that~~preferred stock issued by the Company’s ~~Board~~in ofconnection ~~Directors~~with ~~has~~its participation ~~declared~~in athe ~~special~~Small ~~cash~~Business ~~dividend~~Lending onFund ~~the~~Program. ~~Company’s~~Specifically, ~~common~~the ~~stock~~Board indeclared ~~the~~a ~~amount~~cash dividend of $046,087.~~36 per share~~50, ~~payable~~which ~~on December 26,~~represents ~~2012~~the toexpected ~~shareholders~~amount of ~~record~~the ondividend ~~December 17,~~next ~~2012.~~payable ~~The~~by the Company ~~currently~~under ~~contemplates~~the ~~that~~SBLF ~~the~~program ~~special~~based ~~dividend~~on ~~will~~its ~~consist~~applicable level of ~~(a) an~~“Qualified ~~acceleration~~Small ofBusiness –Lending”. ~~and~~This ~~payment~~dividend inwill ~~lieu~~be ofpayable –and ~~total~~paid ~~aggregate~~on ~~dividends~~April 1, ~~of $0.24~~2013 ~~per~~to ~~share~~the ~~that~~holder of the ~~Company~~SBLF ~~would~~preferred ~~have~~stock ~~otherwise~~of ~~expected~~record toon ~~pay~~March 20, ~~during~~2013 (currently the ~~2013~~sole ~~calendar~~shareholder ~~year~~of ~~and~~record ~~(b) an~~of ~~additional~~the ~~amount~~SBLF preferred ofstock ~~$0.12~~is ~~per~~the ~~share~~Secretary of the Treasury).

The Company also announced in the press release that it has modified its existing share repurchase program to reduce the maximum number of shares of common stock available for repurchase thereunder from 116,000 shares to approximately 48,000 shares.

The foregoing is qualified by reference to the press release which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press Release issued by Heritage Bankshares, Inc. on December 7, 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.

INDEX TO EXHIBITS

ExhibitNumber		Description
99.1		Press Release issued by Heritage Bankshares, Inc. on December 7, 2012.

~~Heritage Bankshares, Inc.~~

Heritage Bankshares, Inc.

~~(Registrant)~~

(Registrant)

Date: December 7, 2012

/s/ John O. Guthrie

Date: January 25, 2013

/s/ John O. Guthrie

~~John O. Guthrie~~

John O. Guthrie

~~Chief Financial Officer~~

Chief Financial Officer

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