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<font size="-1"><CENTER>As filed with the Securities and Exchange Commission on December 13, 2005</CENTER></font>
<HR size=2>
<P ALIGN=RIGHT><font size="-1">	Registration No. 333-_____________________</P></font>

<CENTER><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG><BR>
<STRONG>Washington, DC  20549</STRONG></CENTER>

<CENTER>______________________</CENTER>
<BR>

<BR><CENTER><STRONG>FORM S-8</STRONG></CENTER>
<CENTER><STRONG>REGISTRATION STATEMENT</CENTER>
</STRONG><STRONG><CENTER>UNDER</CENTER>
</STRONG><STRONG><CENTER>THE SECURITIES ACT OF 1933</STRONG></CENTER>
<BR>

<CENTER>______________________</CENTER>
<BR>

<BR><CENTER><STRONG><font size="+1">HERITAGE FINANCIAL GROUP</font></STRONG><HR>(Exact name of registrant as specified in its charter)</CENTER>
</FONT><BR>

<BR><BR><TABLE  WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN=CENTER><STRONG>United States</STRONG><HR>(State or other jurisdiction of incorporation or organization)</TD>
<TD ALIGN=CENTER><STRONG>45-0479535</STRONG><HR>(I.R.S. Employer Identification No.)</TD></TR>
<TR VALIGN="TOP">
<TD ALIGN="CENTER"><STRONG>310 W. Oglethorpe Blvd., Albany, Georgia</STRONG><HR>(Address of principal executive offices)</TD>
<TD ALIGN=CENTER><STRONG>31701</STRONG><HR>(Zip Code)</TD></TR></TABLE>

<BR>
<BR><FONT SIZE="+1"><STRONG><CENTER>HERITAGE FINANCIAL GROUP</CENTER>
</STRONG></FONT>
<FONT SIZE="+1"><STRONG><CENTER>EMPLOYEES' SAVINGS &amp; PROFIT SHARING PLAN</STRONG></CENTER>
</FONT><HR>
<CENTER>(Full title of the plan)</CENTER>
</FONT><BR>

<font size="-1"><BR><CENTER>Martin L. Meyrowitz, P.C.</CENTER>
</FONT>
<CENTER>Beth A. Freedman</CENTER>
</FONT>
<CENTER>Silver, Freedman &amp; Taff, L.L.P.</CENTER>
</FONT>
<CENTER></FONT><font size="-2">(a limited liability partnership including professional corporations)</FONT></font></CENTER>
</FONT>
<CENTER>1700 Wisconsin Avenue, NW</CENTER>
</FONT>
<CENTER>Washington, D.C.  20007</CENTER>
</FONT></font><HR>
<CENTER>(Name and address of agent for service)</CENTER>
</FONT><BR>

<BR><CENTER>(202) 295-4500</CENTER>
</FONT><HR>

<CENTER>(Telephone number, including area code, of agent for service)</CENTER>
</FONT><BR>

<BR><CENTER><STRONG>CALCULATION OF REGISTRATION FEE</STRONG><HR></CENTER>
</FONT>
<TABLE  WIDTH="100%">
<TR VALIGN="BOTTOM"><TD ALIGN="CENTER">
<FONT SIZE=-1><STRONG>Title of Securities to be<BR>&nbsp;&nbsp;&nbsp;registered<HR></TD>
<TD ALIGN="CENTER"><FONT SIZE=-1><STRONG>Amount to be registered<HR></TD>
<TD ALIGN="CENTER"><FONT SIZE=-1><STRONG>Proposed<BR>maximum<BR>offering price<BR>per share<HR></TD>
<TD ALIGN="CENTER"><FONT SIZE=-1><STRONG>Proposed<BR>maximum<BR>aggregate<BR>offering price<SUP>(2)</SUP><HR></TD>
<TD ALIGN="CENTER"><FONT SIZE=-1><STRONG>Amount of
registration fee <SUP>(2)</SUP><HR></TR>
<TR VALIGN="TOP"><TD><FONT SIZE=-1>Common Stock, par value<br>&nbsp;&nbsp;&nbsp;$.01 per share</TD>
<TD ALIGN="CENTER"><FONT SIZE=-1>370,371 shares</TD>
<TD ALIGN="CENTER"><FONT SIZE=-1>$11.11<SUP>(1)</SUP></TD>
<TD ALIGN="CENTER"><FONT SIZE=-1>$4,000,007<SUP>(1)</SUP></TD>
<TD ALIGN="CENTER"><FONT SIZE=-1>$441.00<SUP>(1)</SUP></TD></TR>
<TR VALIGN="TOP"><TD><FONT SIZE=-1>Interest in Plan</TD>
<TD ALIGN="CENTER"><FONT SIZE=-1>N/A</TD>
<TD ALIGN="CENTER"><FONT SIZE=-1>N/A<SUP>(2)</SUP></TD>
<TD ALIGN="CENTER"><FONT SIZE=-1>N/A</TD>
<TD ALIGN="CENTER"><FONT SIZE=-1>N/A</TD></TR></TABLE><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-2>(1)</TD>
<TD><FONT SIZE=-2>Estimated in accordance with Rule 457(h), calculated on the basis of $11.11 per share, which was the average of the high and low sale prices per share of the common stock on the Nasdaq Stock Market on December 7, 2005.</TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-2>(2)</TD>
<TD><FONT SIZE=-2>In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.  In accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests.</TD></TR></TABLE>

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<BR><CENTER>PART I</CENTER>

<BR><CENTER>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</CENTER>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 will be sent or
given to participants in the Heritage Financial Group Employees' Savings &amp; Profit Sharing Plan</FONT> (the
"Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities Act").<BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such document(s) are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.<BR>


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<CENTER>PART II</CENTER>
<BR><CENTER>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</CENTER>
<BR>

Item 3.&nbsp;&nbsp;&nbsp;	<U>Incorporation of Certain Documents by Reference</U>.<BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously filed with the Commission (File No. 000-51305) are
hereby incorporated by reference in this Registration Statement and the prospectus to which this
Registration Statement relates (the "Prospectus"):<BR>

<BR><TABLE  WIDTH="100%">
<TR VALIGN="TOP"><TD WIDTH=10%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>(a)&nbsp;&nbsp;&nbsp;</TD>
<TD>the Quarterly Report on Form 10-QSB of Heritage Financial Group, a Federal
corporation (the "Company"), filed on November 14, 2005, for the quarter
ended September 30, 2005;</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>(b)&nbsp;&nbsp;&nbsp;</TD>
<TD>the description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A filed on May 6, 2005, and all
amendments or reports filed for the purpose of updating such description; and</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>(c)&nbsp;&nbsp;&nbsp;</TD>
<TD>the Registration Statement on Form SB-2 of Heritage Financial Group filed on
March 25, 2005 (File No. 333-123581), and all amendments thereto.</TD></TR></TABLE>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), after the filing
of this Registration Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration Statement and the
Prospectus and to be a part hereof and thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be incorporated, by reference
herein or in the Prospectus shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement contained herein or therein
or in any other subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.<BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall furnish without charge to each person to whom the Prospectus is
delivered, on the written or oral request of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).  Requests should be
directed to Tammy Burdette, Heritage Financial Group, 310 West Oglethorpe Boulevard, Albany,
Georgia, telephone number (229) 878-3325.<BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All information appearing in this Registration Statement and the Prospectus is qualified in
its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.<BR>

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<BR>Item 4.&nbsp;&nbsp;&nbsp;<U>Description of Securities</U>.<BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.<BR>

<BR>Item 5.&nbsp;&nbsp;&nbsp;<U>Interests of Named Experts and Counsel</U>.<BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.<BR>

<BR>Item 6.&nbsp;&nbsp;&nbsp;<U>Indemnification of Directors and Officers</U>.<BR>

<BR><TABLE  WIDTH="100%">
<TR VALIGN="TOP"><TD WIDTH=10%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD COLSPAN="3">Federal Regulations define areas for indemnity coverage by the Company as follows: </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD WIDTH=5%>(a) </TD>
<TD COLSPAN="2">Any person against whom any action is brought or threatened because that
person is or was a director or officer of the Company shall be indemnified by
the Company, as the case may be, for: </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>(i) </TD>
<TD>Any amount for which such person becomes liable under a judgment in
such action; and </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD>(ii) </TD>
<TD>Reasonable costs and expenses, including reasonable attorney's fees,
actually paid or incurred by such person in defending or settling such
action, or in enforcing his or her rights to indemnification if the person
attains a favorable judgment in such enforcement action. </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>(b) </TD>
<TD COLSPAN="2">Indemnification provided for in subparagraph (a) shall be made to such officer
or director only if the requirements of this subparagraph are met: </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD>(i) </TD>
<TD>The Company shall make the indemnification provided by subparagraph
(a) in connection with any such action which results in a final judgment
on the merits in favor of such officer or director. </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD>(ii) </TD>
<TD>The Company shall make the indemnification provided by subparagraph
(a) in case of (1) settlement of such action, (2) final judgment against
such director or officer or (3) final judgment in favor of such director or
officer other than on the merits, if a majority of the disinterested
directors of the Company determines that such a director or officer was
acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the
circumstances and for a purpose which he or she could reasonably have
believed under the circumstances was in the best interest of the
Company or its members. </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>(c) </TD>
<TD COLSPAN="2">As used in this Item 14: </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD>(i) </TD>
<TD>"action" means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal
or other proceeding for review; </TD></TR></TABLE>

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<TABLE WIDTH=100%>
<TR VALIGN="TOP"><TD WIDTH=10%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD COLSPAN="3">&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD WIDTH=5%>(ii) </TD>
<TD>"final judgment" means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with no
appeal taken; </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD>(iii) </TD>
<TD>"settlement" includes the entry of a judgment by consent or by
confession or a plea of guilty or nolo contendere.  </TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="4">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD COLSPAN="3">The Company has a directors and officers liability policy providing for insurance
against certain liabilities incurred by directors and officers of the Company while
serving in their capacities as such. </TD></TR></TABLE>

<BR>Item 7.&nbsp;&nbsp;&nbsp;	<U>Exemption from Registration Claimed</U>.<BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<BR>

<BR>Item 8.&nbsp;&nbsp;&nbsp;<U>Exhibits</U>.<BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See the Index to Exhibits to this Registration Statement.<BR>

<BR>Item 9.&nbsp;&nbsp;&nbsp;<U>Undertakings</U>.<BR>

<BR><TABLE  WIDTH="100%">
<TR VALIGN="TOP"><TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(a)</TD>
<TD COLSPAN="3">The undersigned Registrant hereby undertakes:</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD>(1)</TD>
<TD COLSPAN="2">To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD></TD>
<TD>(i)</TD>
<TD>To include any prospectus required by section 10 (a)(3) of the
Securities Act of 1933;</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD></TD>
<TD>(ii)</TD>
<TD>To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>(iii)</TD>
<TD>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.</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD></TD>
<TD COLSPAN="2">provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
of 1934 that are incorporated by reference in the registration statement.</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD></TD>
<TD COLSPAN="2"></TD></TR></TABLE>


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<TABLE WIDTH=100%>
<TR VALIGN="TOP"><TD WIDTH=5%>&nbsp;</TD><TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>(2)</TD>
<TD COLSPAN="2">That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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 <U>bona</U> <U>fide</U> offering thereof.</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=5%>&nbsp;</TD><TD></TD>
<TD></TD>
<TD>(3)</TD>
<TD COLSPAN="2">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.</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=5%>&nbsp;</TD><TD></TD>
<TD>(b)</TD>
<TD COLSPAN="3">The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 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 <U>bona</U> <U>fide</U> offering thereof.</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=5%>&nbsp;</TD><TD></TD>
<TD>(c)</TD>
<TD COLSPAN="3">Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant of expenses
incurred or paid by a director, officer or controlling person 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 Act and will be governed by the final adjudication of such
issue.</TD></TR></TABLE>

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<BR><BR><CENTER><STRONG>SIGNATURES</STRONG></CENTER>
</FONT>
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the City of Albany, State of Georgia,
on December 12, 2005.</FONT><BR>

<BR><TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD WIDTH=55%>&nbsp;</TD>
<TD COLSPAN="2"></FONT><STRONG>HERITAGE FINANCIAL GROUP</STRONG></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD>By:&nbsp;&nbsp;&nbsp;  </TD>
<TD>/s/ O. Leonard  Dorminey<HR>O. Leonard Dorminey, President and<BR>&nbsp;&nbsp;&nbsp;Chief Executive Officer<BR>(<EM>Duly Authorized Representative</EM>)</TD></TR></TABLE>
<BR>
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<STRONG>KNOW ALL MEN BY THESE PRESENTS</STRONG>, that each person whose signature appears below
constitutes and appoints O. Leonard Dorminey his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, 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 to file the
same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.</FONT><BR>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.</FONT><BR>

<BR><TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD WIDTH=50%>&nbsp;&nbsp;/s/&nbsp;&nbsp;O.&nbsp;Leonard&nbsp;Dorminey<HR>O.&nbsp;Leonard&nbsp;Dorminey<BR>President,&nbsp;Chief&nbsp;Executive&nbsp;Officer and&nbsp;Director<BR>&nbsp;&nbsp;&nbsp;<EM>(Principal&nbsp;Executive&nbsp;Officer)</EM></TD>
<TD></TD>
<TD></FONT>&nbsp;&nbsp;/s/&nbsp;&nbsp;Antone&nbsp;D.&nbsp;Lehr<HR>Antone&nbsp;D.&nbsp;Lehr<BR>Chairman&nbsp;of&nbsp;the&nbsp;Board</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>Date:&nbsp;&nbsp;&nbsp;&nbsp;December 12, 2005</TD>
<TD></TD>
<TD></FONT>Date:&nbsp;&nbsp;&nbsp;&nbsp;December 12, 2005</TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>&nbsp;&nbsp;/s/&nbsp;Joseph&nbsp;C.&nbsp;Burger<HR>Joseph&nbsp;C.&nbsp;Burger<BR>Vice&nbsp;Chairman&nbsp;of&nbsp;the&nbsp;Board</TD>
<TD></TD>
<TD>&nbsp;&nbsp;/s/&nbsp;Douglas&nbsp;J.McGinley<HR>Douglas&nbsp;J.&nbsp;McGinley<BR>Director</TD></TR>

<TR VALIGN="TOP"><TD>&nbsp;</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>Date:&nbsp;&nbsp;&nbsp;&nbsp;December 12, 2005</TD>
<TD></TD>
<TD>Date:&nbsp;&nbsp;&nbsp;&nbsp;December 12, 2005</TD></TR>

<TR VALIGN="TOP"><TD COLSPAN="3">&nbsp;</TD></TR>

<TR VALIGN="TOP"><TD>&nbsp;&nbsp;/s/&nbsp;Carol&nbsp;W.&nbsp;Slappey<HR>Carol&nbsp;W.&nbsp;Slappey<BR> Executive&nbsp;Vice&nbsp;President</TD>
<TD></TD>
<TD></FONT>&nbsp;&nbsp;/s/&nbsp;Tammy&nbsp;W.&nbsp;Burdette	<HR>Tammy&nbsp;W.&nbsp;Burdette<BR>(<EM>Principal&nbsp;Financial&nbsp;and&nbsp;Accounting&nbsp;Officer)</EM></TD></TR>


<TR VALIGN="TOP"><TD>&nbsp;</TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD>Date:&nbsp;&nbsp;&nbsp;&nbsp;December 12, 2005</TD>
<TD></TD>
<TD></FONT>Date:&nbsp;&nbsp;&nbsp;&nbsp;December 12, 2005	</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD>
<TD></TD></TR></TABLE>
<BR>
<BR>

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<CENTER><STRONG>SIGNATURES</STRONG></CENTER>

<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the trustees  (or other persons who
administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on November 30, 2005.<BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=55%>&nbsp;</TD>
<TD COLSPAN=2><STRONG>FIRST BANKERS TRUST SERVICES, INC.</STRONG><BR>
<STRONG>&nbsp;&nbsp;&nbsp;as Plan Trustee</STRONG><br>&nbsp;<br>&nbsp;</TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=55%>&nbsp;</TD>
<TD WIDTH=5%>By:</TD>
<TD>/s/ Linda Shultz<HR></TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=55%>&nbsp;</TD>
<TD>Name:</TD>
<TD>Linda Shultz</TD></TR>
<TR VALIGN=TOP>
<TD WIDTH=55%>&nbsp;</TD>
<TD>Title:</TD><TD>Trust Officer</TD></TR></TABLE>

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<BR><STRONG><CENTER>INDEX TO EXHIBITS</CENTER>
</STRONG><BR>

<BR><TABLE  WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER" WIDTH=15%><STRONG>Exhibit</STRONG><BR>
<STRONG>Number<HR></STRONG></TD>
<TD ALIGN="CENTER"><BR>
<STRONG>                  Description                     <HR></STRONG></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">4.1</TD>
<TD>Charter of the Registrant (included as Exhibit 3.1 to the Company 's Registration Statement
on Form SB-2 (File No. 333-123581) and incorporated herein by reference).</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">4.2</TD>
<TD>Bylaws of the Registrant (included as Exhibit 3.2 to the Company's Registration Statement
on Form SB-2 (File No. 333-123581) and incorporated herein by reference).</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">4.3</TD>
<TD>Form of the Registrant's specimen common stock certificate (filed as Exhibit 4.0  to the
Company's Registration Statement on Form SB-2 (File No. 333-123581) and incorporated
herein by reference).</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">5</TD>
<TD>Opinion of Silver, Freedman &amp; Taff, L.L.P.</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">23.1</TD>
<TD>Consent of Silver, Freedman &amp; Taff, L.L.P. (contained in Exhibit 5)</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">23.2</TD>
<TD>Consent of Mauldin &amp; Jenkins, LLC</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">23.3</TD>
<TD>Consent of Crowe, Chizek and Company, LLC</TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">24</TD>
<TD>Power of Attorney (contained on signature page)</TD></TR></TABLE>

_________________________<BR>

<BR>	The Registrant hereby undertakes that it will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal
Revenue Code of 1986, as amended.<BR>

<br><br><br><br><br><br>
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{"company-data": {"conformed-name": "Heritage Financial Group", "cik": "0001320002", "assigned-sic": "6035", "irs-number": "450479535", "state-of-incorporation": "DC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-130291", "film-number": "051261021"}, "business-address": {"street1": "310 WEST OGLETHORPE BOULEVARD", "city": "ALBANY", "state": "GA", "zip": "31701", "phone": "229-878-3325"}, "mail-address": {"street1": "310 WEST OGLETHORPE BOULEVARD", "city": "ALBANY", "state": "GA", "zip": "31701"}}
As filed with the Securities and Exchange Commission on December 13, 2005
Registration No. 333-_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
HERITAGE FINANCIAL GROUP
(Exact name of registrant as specified in its charter)
United States
(State or other jurisdiction of incorporation or organization)
45-0479535
(I.R.S. Employer Identification No.)
310 W. Oglethorpe Blvd., Albany, Georgia
(Address of principal executive offices)
31701
(Zip Code)
HERITAGE FINANCIAL GROUP
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
(Full title of the plan)
Martin L. Meyrowitz, P.C.
Beth A. Freedman
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1700 Wisconsin Avenue, NW
Washington, D.C.  20007
(Name and address of agent for service)
(202) 295-4500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be
registered
Amount to be registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
(2)
Amount of
registration fee
(2)
Common Stock, par value
$.01 per share
370,371 shares
$11.11
(1)
$4,000,007
(1)
$441.00
(1)
Interest in Plan
N/A
N/A
(2)
N/A
N/A
(1)
Estimated in accordance with Rule 457(h), calculated on the basis of $11.11 per share, which was the average of the high and low sale prices per share of the common stock on the Nasdaq Stock Market on December 7, 2005.
(2)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.  In accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests.
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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 participants in the Heritage Financial Group Employees' Savings & Profit Sharing Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents by Reference
.
The following documents previously filed with the Commission (File No. 000-51305) are
hereby incorporated by reference in this Registration Statement and the prospectus to which this
Registration Statement relates (the "Prospectus"):
(a)
the Quarterly Report on Form 10-QSB of Heritage Financial Group, a Federal
corporation (the "Company"), filed on November 14, 2005, for the quarter
ended September 30, 2005;
(b)
the description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-A filed on May 6, 2005, and all
amendments or reports filed for the purpose of updating such description; and
(c)
the Registration Statement on Form SB-2 of Heritage Financial Group filed on
March 25, 2005 (File No. 333-123581), and all amendments thereto.
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), after the filing
of this Registration Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration Statement and the
Prospectus and to be a part hereof and thereof from the date of the filing of such documents.  Any
statement contained in the documents incorporated, or deemed to be incorporated, by reference
herein or in the Prospectus shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement contained herein or therein
or in any other subsequently filed document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.
The Company shall furnish without charge to each person to whom the Prospectus is
delivered, on the written or oral request of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).  Requests should be
directed to Tammy Burdette, Heritage Financial Group, 310 West Oglethorpe Boulevard, Albany,
Georgia, telephone number (229) 878-3325.
All information appearing in this Registration Statement and the Prospectus is qualified in
its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.
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Item 4.
Description of Securities
.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not Applicable.
Item 6.
Indemnification of Directors and Officers
.
Federal Regulations define areas for indemnity coverage by the Company as follows:
(a)
Any person against whom any action is brought or threatened because that
person is or was a director or officer of the Company shall be indemnified by
the Company, as the case may be, for:
(i)
Any amount for which such person becomes liable under a judgment in
such action; and
(ii)
Reasonable costs and expenses, including reasonable attorney's fees,
actually paid or incurred by such person in defending or settling such
action, or in enforcing his or her rights to indemnification if the person
attains a favorable judgment in such enforcement action.
(b)
Indemnification provided for in subparagraph (a) shall be made to such officer
or director only if the requirements of this subparagraph are met:
(i)
The Company shall make the indemnification provided by subparagraph
(a) in connection with any such action which results in a final judgment
on the merits in favor of such officer or director.
(ii)
The Company shall make the indemnification provided by subparagraph
(a) in case of (1) settlement of such action, (2) final judgment against
such director or officer or (3) final judgment in favor of such director or
officer other than on the merits, if a majority of the disinterested
directors of the Company determines that such a director or officer was
acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the
circumstances and for a purpose which he or she could reasonably have
believed under the circumstances was in the best interest of the
Company or its members.
(c)
As used in this Item 14:
(i)
"action" means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal
or other proceeding for review;
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(ii)
"final judgment" means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with no
appeal taken;
(iii)
"settlement" includes the entry of a judgment by consent or by
confession or a plea of guilty or nolo contendere.
The Company has a directors and officers liability policy providing for insurance
against certain liabilities incurred by directors and officers of the Company while
serving in their capacities as such.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
See the Index to Exhibits to 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:
(i)
To include any prospectus required by section 10 (a)(3) of the
Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(iii)
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.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
of 1934 that are incorporated by reference in the registration statement.
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(2)
That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.
(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 of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 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 of
1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant of expenses
incurred or paid by a director, officer or controlling person 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the City of Albany, State of Georgia,
on December 12, 2005.
HERITAGE FINANCIAL GROUP
By:
/s/ O. Leonard  Dorminey
O. Leonard Dorminey, President and
Chief Executive Officer
(
Duly Authorized Representative
)
KNOW ALL MEN BY THESE PRESENTS
, that each person whose signature appears below
constitutes and appoints O. Leonard Dorminey his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, 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 to file the
same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.
/s/  O. Leonard Dorminey
O. Leonard Dorminey
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/  Antone D. Lehr
Antone D. Lehr
Chairman of the Board
Date:    December 12, 2005
Date:    December 12, 2005
/s/ Joseph C. Burger
Joseph C. Burger
Vice Chairman of the Board
/s/ Douglas J.McGinley
Douglas J. McGinley
Director
Date:    December 12, 2005
Date:    December 12, 2005
/s/ Carol W. Slappey
Carol W. Slappey
Executive Vice President
/s/ Tammy W. Burdette
Tammy W. Burdette
(
Principal Financial and Accounting Officer)
Date:    December 12, 2005
Date:    December 12, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees  (or other persons who
administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Quincy, State of Illinois, on November 30, 2005.
FIRST BANKERS TRUST SERVICES, INC.
as Plan Trustee
By:
/s/ Linda Shultz
Name:
Linda Shultz
Title:
Trust Officer
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INDEX TO EXHIBITS
Exhibit
Number
Description
4.1
Charter of the Registrant (included as Exhibit 3.1 to the Company 's Registration Statement
on Form SB-2 (File No. 333-123581) and incorporated herein by reference).
4.2
Bylaws of the Registrant (included as Exhibit 3.2 to the Company's Registration Statement
on Form SB-2 (File No. 333-123581) and incorporated herein by reference).
4.3
Form of the Registrant's specimen common stock certificate (filed as Exhibit 4.0  to the
Company's Registration Statement on Form SB-2 (File No. 333-123581) and incorporated
herein by reference).
5
Opinion of Silver, Freedman & Taff, L.L.P.
23.1
Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5)
23.2
Consent of Mauldin & Jenkins, LLC
23.3
Consent of Crowe, Chizek and Company, LLC
24
Power of Attorney (contained on signature page)
_________________________
The Registrant hereby undertakes that it will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal
Revenue Code of 1986, as amended.
End.