<PAGE>   1
   As filed with the Securities and Exchange Commission on February 20, 2001
                                                     Registration No. 333-______
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         -------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         -------------------------------

                     HERITAGE FINANCIAL HOLDING CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                                       63-1259533
       (State or Other Jurisdiction                          (I.R.S. Employer
     of Incorporation or Organization)                    Identification Number)


                              211 LEE STREET, N.E.
                             DECATUR, ALABAMA 35601
                    (Address of Principal Executive Offices)
                                   (Zip Code)

       HERITAGE FINANCIAL HOLDING CORPORATION EMPLOYEE STOCK PURCHASE PLAN
    HERITAGE FINANCIAL HOLDING CORPORATION INCENTIVE STOCK COMPENSATION PLAN
                            (Full Title of the Plans)

                               REGINALD D. GILBERT
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     HERITAGE FINANCIAL HOLDING CORPORATION
                              211 LEE STREET, N. E.
                             DECATUR, ALABAMA 35601
                     (Name and Address of Agent for Service)
                                 (256) 355-9500
          (Telephone Number, including Area Code, of Agent for Service)

       The Commission is requested to send copies of all notices and other
                               communications to:

                            MATTHEW T. FRANKLIN, ESQ.
                          HASKELL SLAUGHTER & YOUNG LLC
                           1200 AMSOUTH/HARBERT PLAZA
                             1901 SIXTH AVENUE NORTH
                            BIRMINGHAM, ALABAMA 35203
                               TEL: (205) 251-1000
                               FAX: (205) 324-1133
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================

                                                    Proposed Maximum        Proposed Maximum
     Title of Securities         Amount to be        Offering Price        Aggregate Offering        Amount of
      to be Registered          Registered (1)         Per Share                 Price            Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                    <C>                    <C>
Common Stock, par value $.01   6,038,000 shares          $3.95                $23,850,100            $5,962.53
per share
====================================================================================================================
</TABLE>

(1)      In accordance with Rules 457(c) and (h) under the Securities Act of
         1933, as amended, solely for the purpose of calculating the
         registration fee, the maximum offering price per share is based on the
         book value of the Company's Common Stock as of December 31, 2000, since
         there is no market for the securities to be offered.


<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to specified officers and employees pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II below, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         Heritage Financial Holding Corporation, a Delaware corporation (the
"Company"), incorporates by reference into this Registration Statement on Form
S-8 (the "Registration Statement") the following documents which have previously
been filed by the Company with the Federal Deposit Insurance Corporation (the
"FDIC") or the Securities and Exchange Commission (the "Commission") (each as
specified below):

         (a)      The Company's Annual Report on Form 10-KSB as filed with the
                  FDIC, dated as of March 30, 2000.

         (b)      The Company's Quarterly Report on Form 10-QSB as filed with
                  the FDIC, dated as of May 15, 2000.

         (c)      The Company's Quarterly Report on Form 10-QSB as filed with
                  the FDIC, dated as of August 11, 2000.

         (d)      The Company's Quarterly Report on Form 10-QSB as filed with
                  the Commission, dated as of November 13, 2000.

         (e)      The Company's Current Report on Form 8-K as filed with the
                  Commission, dated as of November 9, 2000.

         (f)      The Company's Current Report on Form 8-K as filed with the
                  Commission, dated as of January 10, 2001.

         (g)      The description of securities to be registered contained in
                  the Registration Statement filed with the Commission on Form
                  8-A under the Securities Exchange Act of 1934 ( the "Exchange
                  Act") and declared effective on October 24, 2000, including
                  any amendment or reports filed for the purpose of updating
                  such description.


                                      II-2
<PAGE>   3

         (h)      All documents subsequently filed by the Company pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
                  prior to the filing of a post-effective amendment which
                  indicates that all securities offered have been sold or which
                  deregisters all securities then remaining unsold, shall be
                  deemed to be incorporated by reference into this Registration
                  Statement and to be a part hereof from the date of filing of
                  such documents.


         Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which is also incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement except as so modified or
superseded.


ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain legal matters with respect to the validity of the shares of
Company Common Stock offered hereby will be passed upon for the Company by
Haskell Slaughter & Young, L.L.C., Birmingham, Alabama. Representatives of
Haskell Slaughter & Young, L.L.C. beneficially own approximately 13,900 shares
of the Company's Common Stock.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 102(b)(7) of the Delaware General Corporate Law ("DGCL")
permits a Delaware corporation in its certificate of incorporation to limit or
eliminate, subject to certain statutory limitations, the personal liability of
their directors in certain circumstances. The Company's Certificate of
Incorporation (the "Certificate") contains a provision eliminating or limiting
director liability to the Company and its stockholders for monetary damages
arising from acts or omissions in the director's capacity as a director. The
provision does not, however, eliminate or limit the personal liability of a
director (i) for any breach of such director's fiduciary duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
the Company protection against awards of monetary damages resulting from
breaches of their duty of care (except as indicated above). As a result of this
provision, the ability of the Company or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care is
limited. However, this provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his duty of care. The Commission has taken the position that the provision will
have no effect on claims arising under the federal securities laws.


                                      II-3
<PAGE>   4

         Section 145 of the DGCL grants corporations the right to indemnify
their directors, officers, employees and agents in accordance with its
provisions. Article Eighth of the Company's Certificate provides for mandatory
indemnification rights, subject to limited exceptions, to any director, officer,
employee, or agent of the Company who, by reason of the fact that he or she is a
director, officer, employee, or agent of the Company, is involved in a legal
proceeding of any nature. Such indemnification rights include reimbursement for
expenses incurred by such director, officer, employee, or agent in advance of
the final disposition of such proceeding in accordance with the applicable
provisions of the DGCL.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


ITEM 8.   EXHIBITS

<TABLE>
<CAPTION>

Exhibit Number                          Description of Exhibit
--------------                          ----------------------
     <S>                   <C>
     (4)-1                 Heritage Financial Holding Corporation Certificate of
                           Incorporation, filed as Exhibit 1 to the Company's
                           Registration Statement on Form 8-A is incorporated
                           herein by reference.

     (4)-2                 Heritage Financial Holding Corporation Employee Stock
                           Purchase Plan.

     (4)-3                 Heritage Financial Holding Corporation Incentive
                           Stock Compensation Plan.

     5                     Opinion of Haskell Slaughter & Young, L.L.C. as to
                           the legality of Heritage Financial Holding
                           Corporation Common Stock being registered.

     (23)-1                Consent of Haskell Slaughter & Young, L.L.C.
                           (included in Exhibit 5).

     24                    Powers of Attorney (set forth on the signature page
                           of this Registration Statement).
</TABLE>


ITEM 9.   UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement to include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

                  (2)      That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the


                                      II-4
<PAGE>   5

         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof; and

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or, otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-5
<PAGE>   6

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Decatur, State of Alabama, on February 13, 2001.


                                   HERITAGE FINANCIAL HOLDING CORPORATION


                                   By /s/ Reginald D. Gilbert
                                      ------------------------------------------
                                          Reginald D. Gilbert
                                          President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Reginald D. Gilbert and Timothy A.
Smalley, and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any
subsequent registration statements relating to the offering to which this
Registration Statement relates, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  Signature                                       Title                               Date
                  ---------                                       -----                               ----
<S>                                                     <C>                                    <C>
           /s/ Timothy A. Smalley                         Chairman of the Board                February 13, 2001
--------------------------------------------                   and Director                    -------------------
             Timothy A. Smalley


           /s/ Reginald D. Gilbert                              President,                     February 13, 2001
--------------------------------------------              Chief Executive Officer              -------------------
             Reginald D. Gilbert                               and Director


             /s/ John E. Whitley                        Vice President and Director            February 13, 2001
--------------------------------------------             (Principal Accounting and             -------------------
               John E. Whitley                           Chief Financial Officer)


             /s/ Vernon C. Bice                                  Director                      February 13, 2001
--------------------------------------------                                                   -------------------
               Vernon C. Bice
</TABLE>


<PAGE>   7

<TABLE>
<S>                                                              <C>                           <C>
              /s/ Marc A. Eason                                  Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                  Marc A. Eason

           /s/ Bingham D. Edwards                                Director                      February 13, 2001
--------------------------------------------                                                   -------------------
               Bingham D. Edwards

             /s/ Lenny L. Hayes                                  Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                 Lenny L. Hayes

          /s/ Neal A. Holland, Jr.                               Director                      February 13, 2001
--------------------------------------------                                                   -------------------
              Neal A. Holland, Jr.

           /s/ Harold B. Jeffreys                                Director                      February 13, 2001
--------------------------------------------                                                   -------------------
               Harold B. Jeffreys

            /s/ Larry E. Landman                                 Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                Larry E. Landman

             /s/ Vernon A. Lane                                  Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                 Vernon A. Lane

              /s/ John T. Moss                                   Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                  John T. Moss

          /s/ T. Gerald New, M.D.                                Director                      February 13, 2001
--------------------------------------------                                                   -------------------
              T. Gerald New, M.D.

           /s/ Gregory B. Parker                                 Director                      February 13, 2001
--------------------------------------------                                                   -------------------
               Gregory B. Parker

             /s/ Betty B. Sims                                   Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                 Betty B. Sims

          /s/ Michael R. Washburn                                Director                      February 13, 2001
--------------------------------------------                                                   -------------------
              Michael R. Washburn

             /s/ R. Jeron Witt                                   Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                 R. Jeron Witt
</TABLE>


<PAGE>   8

                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>
     Exhibit                                                                                         Sequential
     Number                                     Description of Exhibit                               Page Number
     ------                                     ----------------------                               -----------
     <S>                      <C>                                                                    <C>
      (4)-1                   Heritage Financial Holding Corporation Certificate
                              of Incorporation, filed as Exhibit 1 to the
                              Company's Registration Statement on Form 8-A is
                              incorporated herein by reference.

      (4)-2                   Heritage Financial Holding Corporation Employee Stock
                              Purchase Plan.

      (4)-3                   Heritage Financial Holding Corporation Incentive Stock
                              Compensation Plan.

        5                     Opinion of Haskell Slaughter & Young, L.L.C. as to the
                              legality of Heritage Financial Holding Corporation Common
                              Stock being registered.

     (23)-1                   Consent of Haskell Slaughter & Young, L.L.C. (included in
                              Exhibit 5).

       24                     Powers of Attorney (set forth on the signature page of
                              this Registration Statement).
</TABLE>
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{"company-data": {"conformed-name": "HERITAGE FINANCIAL HOLDING", "cik": "0001126679", "assigned-sic": "6770"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55942", "film-number": "1550702"}, "business-address": {"street1": "211 LEE STREET NE", "city": "DECATUR", "state": "AL", "zip": "35601", "phone": "2563559500"}}
1
   As filed with the Securities and Exchange Commission on February 20, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         -------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         -------------------------------

                     HERITAGE FINANCIAL HOLDING CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                                       63-1259533
       (State or Other Jurisdiction                          (I.R.S. Employer
     of Incorporation or Organization)                    Identification Number)

                              211 LEE STREET, N.E.
                             DECATUR, ALABAMA 35601
                    (Address of Principal Executive Offices)
                                   (Zip Code)

       HERITAGE FINANCIAL HOLDING CORPORATION EMPLOYEE STOCK PURCHASE PLAN
    HERITAGE FINANCIAL HOLDING CORPORATION INCENTIVE STOCK COMPENSATION PLAN
                            (Full Title of the Plans)

                               REGINALD D. GILBERT
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                     HERITAGE FINANCIAL HOLDING CORPORATION
                              211 LEE STREET, N. E.
                             DECATUR, ALABAMA 35601
                     (Name and Address of Agent for Service)
                                 (256) 355-9500
          (Telephone Number, including Area Code, of Agent for Service)

       The Commission is requested to send copies of all notices and other
                               communications to:

                            MATTHEW T. FRANKLIN, ESQ.
                          HASKELL SLAUGHTER & YOUNG LLC
                           1200 AMSOUTH/HARBERT PLAZA
                             1901 SIXTH AVENUE NORTH
                            BIRMINGHAM, ALABAMA 35203
                               TEL: (205) 251-1000
                               FAX: (205) 324-1133
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================

                                                    Proposed Maximum        Proposed Maximum
     Title of Securities         Amount to be        Offering Price        Aggregate Offering        Amount of
      to be Registered          Registered (1)         Per Share                 Price            Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01   6,038,000 shares          $3.95                $23,850,100            $5,962.53
per share
====================================================================================================================
(1)      In accordance with Rules 457(c) and (h) under the Securities Act of
         1933, as amended, solely for the purpose of calculating the
         registration fee, the maximum offering price per share is based on the
         book value of the Company's Common Stock as of December 31, 2000, since
         there is no market for the securities to be offered.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to specified officers and employees pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II below, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         Heritage Financial Holding Corporation, a Delaware corporation (the
"Company"), incorporates by reference into this Registration Statement on Form
S-8 (the "Registration Statement") the following documents which have previously
been filed by the Company with the Federal Deposit Insurance Corporation (the
"FDIC") or the Securities and Exchange Commission (the "Commission") (each as
specified below):

         (a)      The Company's Annual Report on Form 10-KSB as filed with the
                  FDIC, dated as of March 30, 2000.

         (b)      The Company's Quarterly Report on Form 10-QSB as filed with
                  the FDIC, dated as of May 15, 2000.

         (c)      The Company's Quarterly Report on Form 10-QSB as filed with
                  the FDIC, dated as of August 11, 2000.

         (d)      The Company's Quarterly Report on Form 10-QSB as filed with
                  the Commission, dated as of November 13, 2000.

         (e)      The Company's Current Report on Form 8-K as filed with the
                  Commission, dated as of November 9, 2000.

         (f)      The Company's Current Report on Form 8-K as filed with the
                  Commission, dated as of January 10, 2001.

         (g)      The description of securities to be registered contained in
                  the Registration Statement filed with the Commission on Form
                  8-A under the Securities Exchange Act of 1934 ( the "Exchange
                  Act") and declared effective on October 24, 2000, including
                  any amendment or reports filed for the purpose of updating
                  such description.

                                      II-2
3

         (h)      All documents subsequently filed by the Company pursuant to
                  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
                  prior to the filing of a post-effective amendment which
                  indicates that all securities offered have been sold or which
                  deregisters all securities then remaining unsold, shall be
                  deemed to be incorporated by reference into this Registration
                  Statement and to be a part hereof from the date of filing of
                  such documents.

         Any statements contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which is also incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement except as so modified or
superseded.

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain legal matters with respect to the validity of the shares of
Company Common Stock offered hereby will be passed upon for the Company by
Haskell Slaughter & Young, L.L.C., Birmingham, Alabama. Representatives of
Haskell Slaughter & Young, L.L.C. beneficially own approximately 13,900 shares
of the Company's Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 102(b)(7) of the Delaware General Corporate Law ("DGCL")
permits a Delaware corporation in its certificate of incorporation to limit or
eliminate, subject to certain statutory limitations, the personal liability of
their directors in certain circumstances. The Company's Certificate of
Incorporation (the "Certificate") contains a provision eliminating or limiting
director liability to the Company and its stockholders for monetary damages
arising from acts or omissions in the director's capacity as a director. The
provision does not, however, eliminate or limit the personal liability of a
director (i) for any breach of such director's fiduciary duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
the Company protection against awards of monetary damages resulting from
breaches of their duty of care (except as indicated above). As a result of this
provision, the ability of the Company or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care is
limited. However, this provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his duty of care. The Commission has taken the position that the provision will
have no effect on claims arising under the federal securities laws.

                                      II-3
4

         Section 145 of the DGCL grants corporations the right to indemnify
their directors, officers, employees and agents in accordance with its
provisions. Article Eighth of the Company's Certificate provides for mandatory
indemnification rights, subject to limited exceptions, to any director, officer,
employee, or agent of the Company who, by reason of the fact that he or she is a
director, officer, employee, or agent of the Company, is involved in a legal
proceeding of any nature. Such indemnification rights include reimbursement for
expenses incurred by such director, officer, employee, or agent in advance of
the final disposition of such proceeding in accordance with the applicable
provisions of the DGCL.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   EXHIBITS
Exhibit Number                          Description of Exhibit
--------------                          ----------------------
(4)-1                 Heritage Financial Holding Corporation Certificate of
                           Incorporation, filed as Exhibit 1 to the Company's
                           Registration Statement on Form 8-A is incorporated
                           herein by reference.

     (4)-2                 Heritage Financial Holding Corporation Employee Stock
                           Purchase Plan.

     (4)-3                 Heritage Financial Holding Corporation Incentive
                           Stock Compensation Plan.

     5                     Opinion of Haskell Slaughter & Young, L.L.C. as to
                           the legality of Heritage Financial Holding
                           Corporation Common Stock being registered.

     (23)-1                Consent of Haskell Slaughter & Young, L.L.C.
                           (included in Exhibit 5).

     24                    Powers of Attorney (set forth on the signature page
                           of this Registration Statement).
ITEM 9.   UNDERTAKINGS

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement to include any material information with respect to the plan
         of distribution not previously disclosed in the Registration Statement
         or any material change to such information in the Registration
         Statement;

                  (2)      That, for the purpose of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the

                                      II-4
5

         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof; and

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or, otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Decatur, State of Alabama, on February 13, 2001.

                                   HERITAGE FINANCIAL HOLDING CORPORATION

                                   By /s/ Reginald D. Gilbert
                                      ------------------------------------------
                                          Reginald D. Gilbert
                                          President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Reginald D. Gilbert and Timothy A.
Smalley, and each or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any
subsequent registration statements relating to the offering to which this
Registration Statement relates, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or either of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                       Title                               Date
                  ---------                                       -----                               ----
/s/ Timothy A. Smalley                         Chairman of the Board                February 13, 2001
--------------------------------------------                   and Director                    -------------------
             Timothy A. Smalley

           /s/ Reginald D. Gilbert                              President,                     February 13, 2001
--------------------------------------------              Chief Executive Officer              -------------------
             Reginald D. Gilbert                               and Director

             /s/ John E. Whitley                        Vice President and Director            February 13, 2001
--------------------------------------------             (Principal Accounting and             -------------------
               John E. Whitley                           Chief Financial Officer)

             /s/ Vernon C. Bice                                  Director                      February 13, 2001
--------------------------------------------                                                   -------------------
               Vernon C. Bice
7
/s/ Marc A. Eason                                  Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                  Marc A. Eason

           /s/ Bingham D. Edwards                                Director                      February 13, 2001
--------------------------------------------                                                   -------------------
               Bingham D. Edwards

             /s/ Lenny L. Hayes                                  Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                 Lenny L. Hayes

          /s/ Neal A. Holland, Jr.                               Director                      February 13, 2001
--------------------------------------------                                                   -------------------
              Neal A. Holland, Jr.

           /s/ Harold B. Jeffreys                                Director                      February 13, 2001
--------------------------------------------                                                   -------------------
               Harold B. Jeffreys

            /s/ Larry E. Landman                                 Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                Larry E. Landman

             /s/ Vernon A. Lane                                  Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                 Vernon A. Lane

              /s/ John T. Moss                                   Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                  John T. Moss

          /s/ T. Gerald New, M.D.                                Director                      February 13, 2001
--------------------------------------------                                                   -------------------
              T. Gerald New, M.D.

           /s/ Gregory B. Parker                                 Director                      February 13, 2001
--------------------------------------------                                                   -------------------
               Gregory B. Parker

             /s/ Betty B. Sims                                   Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                 Betty B. Sims

          /s/ Michael R. Washburn                                Director                      February 13, 2001
--------------------------------------------                                                   -------------------
              Michael R. Washburn

             /s/ R. Jeron Witt                                   Director                      February 13, 2001
--------------------------------------------                                                   -------------------
                 R. Jeron Witt
8

                                  EXHIBIT INDEX
                                  -------------
Exhibit                                                                                         Sequential
     Number                                     Description of Exhibit                               Page Number
     ------                                     ----------------------                               -----------
(4)-1                   Heritage Financial Holding Corporation Certificate
                              of Incorporation, filed as Exhibit 1 to the
                              Company's Registration Statement on Form 8-A is
                              incorporated herein by reference.

      (4)-2                   Heritage Financial Holding Corporation Employee Stock
                              Purchase Plan.

      (4)-3                   Heritage Financial Holding Corporation Incentive Stock
                              Compensation Plan.

        5                     Opinion of Haskell Slaughter & Young, L.L.C. as to the
                              legality of Heritage Financial Holding Corporation Common
                              Stock being registered.

     (23)-1                   Consent of Haskell Slaughter & Young, L.L.C. (included in
                              Exhibit 5).

       24                     Powers of Attorney (set forth on the signature page of
                              this Registration Statement).