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)    April 6, 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>

Item 4.  Changes in Registrant's Certifying Accountants.

Goodman & Company,  LLC were  previously the principal  accountants for Heritage
Bankshares,  Inc. On April 3, 2001, the Company notified Goodman & Company,  LLC
of the Board of Director's approval of the engagement of the firm of Witt, Mares
& Company, PLC to replace Goodman & Company,  LLC, which firm the Board voted to
dismiss.

In  connection  with the audits of the two fiscal years ended  December 31, 2000
and December 31, 1999, there were no disagreements  with Goodman & Company,  LLC
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to their  satisfaction  would have caused them to make  reference in  connection
with their opinion to the subject matter of the disagreement,  and said firm has
not advised the registrant of any reportable events.

The accountants' report of Goodman & Company, LLC on the consolidated  financial
statements of Heritage Bankshares, Inc. and subsidiaries as of and for the years
ended  December  31,  2000 and 1999  did not  contain  any  adverse  opinion  or
disclaimer of opinion,  nor were they qualified as to uncertainty,  audit scope,
or  accounting  principles.  A letter from Goodman & Company,  LLC will be filed
under Form 8 no later than April 20, 2001.
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{"company-data": {"conformed-name": "HERITAGE BANKSHARES INC /VA", "cik": "0000719731", "assigned-sic": "6022", "irs-number": "541234320", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11255", "film-number": "1596961"}, "business-address": {"street1": "200 E PLUME ST", "street2": "PO BOX 3749", "city": "NORFOLK", "state": "VA", "zip": "23514", "phone": "7575232601"}, "mail-address": {"street1": "PO BOX 3749", "city": "NORFOLK", "state": "VA", "zip": "23514"}, "former-company": {"former-conformed-name": "INDEPENDENT BANKS OF VIRGINIA INC", "date-changed": "19920703"}}
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)    April 6, 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
                                                           ------------
Item 4.  Changes in Registrant's Certifying Accountants.

Goodman & Company,  LLC were  previously the principal  accountants for Heritage
Bankshares,  Inc. On April 3, 2001, the Company notified Goodman & Company,  LLC
of the Board of Director's approval of the engagement of the firm of Witt, Mares
& Company, PLC to replace Goodman & Company,  LLC, which firm the Board voted to
dismiss.

In  connection  with the audits of the two fiscal years ended  December 31, 2000
and December 31, 1999, there were no disagreements  with Goodman & Company,  LLC
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to their  satisfaction  would have caused them to make  reference in  connection
with their opinion to the subject matter of the disagreement,  and said firm has
not advised the registrant of any reportable events.

The accountants' report of Goodman & Company, LLC on the consolidated  financial
statements of Heritage Bankshares, Inc. and subsidiaries as of and for the years
ended  December  31,  2000 and 1999  did not  contain  any  adverse  opinion  or
disclaimer of opinion,  nor were they qualified as to uncertainty,  audit scope,
or  accounting  principles.  A letter from Goodman & Company,  LLC will be filed
under Form 8 no later than April 20, 2001.