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




Date of Report (Date of earliest event reported)   July 25, 2001
                                                 ------------------

                            Heritage Bankshares, Inc.
                            -------------------------
               (Exact name of registrant as specified in charter)

                                    Virginia
                                    --------
         (State or other jurisdiction of incorporation or organization)

              0-11255                                54-1234320
     ---------------------------------------------------------------------
     (Commission File Number)            (IRS Employer Identification No.)

           200 East Plume Street, Norfolk, Virginia         23514
           ---------------------------------------------------------
           (Address of principal executive offices)       (Zip Code)

     Registrant's telephone number including area code     757-523-2600
                                                         ----------------
<PAGE>
Form 8-K HERITAGE BANKSHARES, INC

Date of Report:  July 25, 2001

Item 5.  Other Events

On July 25, 2001, the Company's Board of Directors  authorized the repurchase of
up to 35,000  shares of its  outstanding  common  stock  during the next  twelve
months. The Company will repurchase for cash its shares on the open market.

A copy of the press  release  issued by the Company is filed as Exhibit  99.1 to
this Form 8-K.

Item 7. Financial Statements and Exhibits

Exhibit 99.1 - Press Release issued by the Company

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       By: /s/ Catherine P. Jackson
                                          ---------------------------
                                           Catherine P. Jackson
                                           Chief Operating Officer
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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

Date of Report (Date of earliest event reported)   July 25, 2001
                                                 ------------------

                            Heritage Bankshares, Inc.
                            -------------------------
               (Exact name of registrant as specified in charter)

                                    Virginia
                                    --------
         (State or other jurisdiction of incorporation or organization)

              0-11255                                54-1234320
     ---------------------------------------------------------------------
     (Commission File Number)            (IRS Employer Identification No.)

           200 East Plume Street, Norfolk, Virginia         23514
           ---------------------------------------------------------
           (Address of principal executive offices)       (Zip Code)

     Registrant's telephone number including area code     757-523-2600
                                                         ----------------
Form 8-K HERITAGE BANKSHARES, INC

Date of Report:  July 25, 2001

Item 5.  Other Events

On July 25, 2001, the Company's Board of Directors  authorized the repurchase of
up to 35,000  shares of its  outstanding  common  stock  during the next  twelve
months. The Company will repurchase for cash its shares on the open market.

A copy of the press  release  issued by the Company is filed as Exhibit  99.1 to
this Form 8-K.

Item 7. Financial Statements and Exhibits

Exhibit 99.1 - Press Release issued by the Company

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       By: /s/ Catherine P. Jackson
                                          ---------------------------
                                           Catherine P. Jackson
                                           Chief Operating Officer