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

~~October~~November 2427, 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 28.0201. ~~Results~~OTHER ~~of Operations and Financial Condition~~ EVENTS

OnDeregistration ~~October 25, 2012, Heritage Bankshares, Inc. (the “Company”) issued a press release related to its results~~ of ~~operations and financial~~Common ~~condition~~Stock 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.

~~Item~~On November 827, 2012, Heritage Bankshares, Inc.01 (the “Company”) filed a Form 15 terminating the registration of the Company’s Common Stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). ~~Other~~The ~~Events~~Company is relying on Section 12(g)(4) of the Exchange Act, as amended by the Jumpstart Our Business Startups Act, to terminate its registration with respect to its class of shares of Common Stock. Accordingly, the Section 12(g) registration will be terminated 90 days after the filing of the Form 15, whereupon the Company will have no further reporting obligations under the Exchange Act, except that pursuant to Section 15(d) of the Exchange Act the Company will file a Form 10-K for its fiscal year ended December 31, 2012 on or before March 31, 2013. In addition, until the date of termination of its 12(g) registration, the Company is required to and will file all reports required by the Exchange Act Sections 13(a), 14 and 16.

The ~~Company~~ ~~also~~foregoing ~~announced~~is inqualified ~~the~~by ~~Press~~reference ~~Release~~to ~~that, on October 24, 2012,~~ the ~~Board~~press ofrelease ~~Directors~~which ~~declared~~is afiled ~~quarterly~~as ~~dividend~~Exhibit ~~on the Company’s common stock in the amount of $0~~99.061 ~~per~~to ~~share,~~this ~~payable~~Current Report on ~~November 16,~~Form ~~2012~~8-K toand ~~shareholders of~~is ~~record~~incorporated onherein ~~November 5,~~by ~~2012~~this reference.

~~The~~Extension ~~same day, the Board~~ of ~~Directors~~Share ~~also~~Repurchase ~~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~~On November ~~9.01~~27, ~~Financial~~2012, ~~Statements~~the ~~and~~Company ~~Exhibits~~issued a press release announcing that the Company’s Board of Directors has approved the extension to March 31, 2013 of the share repurchase program that was originally authorized in January 2012.

~~(c)~~The ~~Exhibits~~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.

~~99.1~~Item ~~Press Release issued by Heritage Bankshares, Inc~~9.01 onFINANCIAL ~~October 25,~~STATEMENTS ~~2012.~~AND EXHIBITS

(d) Exhibits

99.1	Press Release issued by Heritage Bankshares, Inc. on November 27, 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: October 25, 2012				/s/ John O. Guthrie
Date: November 27, 2012				/s/ John O. Guthrie
				John O. Guthrie
				Chief Financial Officer

INDEX TO EXHIBITS

ExhibitNumber		Description
99.1		Press Release issued by Heritage Bankshares, Inc. on ~~October~~November 2527, 2012.

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