POWER OF ATTORNEYPOWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Donald V. Rhodes and
Edward Cameron, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an
officer and / or director of Heritage Financial Corporation, ("HFC"), Forms 3,4,
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3,4 or 5 and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
cold do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact , or such
attorney-in-fact's substitute and substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.   The "undersigned" acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not assuming,
nor is HFC assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is not longer required to file Forms 3,4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by HFC, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of June, 2002.

                                                                        /s/ Lynn
M. Brunton

Signature

                                                                        Lynn M.
Brunton
                                                                        Print
Name

HERITAGE FINANCIAL CORP /WA/ 4