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

January 2330, 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)		(~~Commission~~CommissionFile ~~File~~ Number)		(I.R.S. ~~Employer~~EmployerIdentification ~~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 2.0102. ~~OTHER~~RESULTS ~~EVENTS~~OF OPERATIONS AND FINANCIAL CONDITION

On January 2330, 2013, ~~the Board of Directors of~~ Heritage Bankshares, Inc. (the “Company”) ~~declared~~issued a ~~dividend~~press onrelease ~~the~~related ~~preferred~~to ~~stock~~its ~~issued~~results byof ~~the~~operations ~~Company~~and infinancial ~~connection~~condition ~~with~~for ~~its participation in~~ the ~~Small~~quarter ~~Business~~and ~~Lending~~full ~~Fund~~year ~~Program. Specifically~~ended December 31, 2012 (the ~~Board~~“Press ~~declared~~Release”). aThe ~~cash~~text ~~dividend~~ of ~~$46,087.50,~~the ~~which~~Press ~~represents~~Release ~~the~~is ~~expected~~included ~~amount~~as ofExhibit 99.1 ~~the~~to ~~dividend~~this ~~next~~report ~~payable~~and byis ~~the~~incorporated ~~Company~~herein ~~under~~by ~~the~~reference. ~~SBLF~~The ~~program~~information ~~based~~furnished onpursuant ~~its~~to ~~applicable level~~this Item 2.02 of ~~“Qualified~~this ~~Small~~Form 8-K, ~~Business~~including ~~Lending”~~Exhibit 99.1 ~~This~~hereto, ~~dividend~~shall ~~will~~not be ~~payable~~treated ~~and~~as ~~paid~~“filed” onfor ~~April 1,~~purposes ~~2013~~of toSection 18 ~~the holder~~ of the ~~SBLF~~Securities ~~preferred~~Exchange ~~stock~~Act of ~~record~~1934, onas ~~March 20~~amended, ~~2013~~or ~~(currently~~otherwise ~~the~~subject ~~sole~~to ~~shareholder~~the liabilities of ~~record~~that ofsection. ~~the~~The ~~SBLF~~Company will include ~~preferred~~audited ~~stock~~financial isstatements and additional analyses for the ~~Secretary~~year ended December 31, 2012 as part of its Form 10-K covering the ~~Treasury)~~period.

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1	Press Release issued by Heritage Bankshares, Inc. on January 30, 2013.

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


Exhibit Number		Description

99.1		Press Release issued by Heritage Bankshares, Inc. on January 30, 2013.

Heritage Bankshares, Inc.

~~Heritage Bankshares, Inc.~~

(Registrant)

~~(Registrant)~~

Date: January 25, 2013

/s/ John O. Guthrie

Date: January 30, 2013

/s/ John O. Guthrie

John O. Guthrie

~~John O. Guthrie~~

Chief Financial Officer

~~Chief Financial Officer~~

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