<PAGE> 1

As filed with the Securities and Exchange Commission on April 29, 1998 
                                            Registration No. 333-41857
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           --------------------------

                             HERITAGE BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)
  DELAWARE                            6035                  58-2356162
(State of Incorporation) (Primary Standard Classification   (IRS Employer 
                                 Code Number)               Identification No.)

                               201 W. MAIN STREET
                          LAURENS, SOUTH CAROLINA 29360
                                 (864) 984-4581
   (Address, including zip code, and telephone number including area code, of
                    registrant's principal executive offices)

                  HERITAGE BANCORP, INC. 1998 STOCK OPTION PLAN
                HERITAGE BANCORP, INC. MANAGEMENT RECOGNITION AND
                                DEVELOPMENT PLAN

                            (FULL TITLE OF THE PLANS)

                                                  COPIES TO:
  J. EDWARD WELLS                                 ERIC S. KRACOV, ESQ.
  PRESIDENT AND CHIEF EXECUTIVE OFFICER           MULDOON, MURPHY & FAUCETTE LLP
  HERITAGE BANCORP, INC.                          5101 WISCONSIN AVENUE, N.W.
  201 W. MAIN STREET                              WASHINGTON, D.C.  20016
  LAURENS, SOUTH CAROLINA 29360                   (202) 362-0840
  (864) 984-4581

  (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE,
              INCLUDING AREA CODE)
<TABLE>
<CAPTION>
==========================================================================================================
                            CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
 TITLE OF CLASS OF                                                        ESTIMATED                     
  SECURITIES TO BE              PROPOSED AMOUNT     PROPOSED PURCHASE     AGGREGATE         AMOUNT OF
     REGISTERED                TO BE REGISTERED 1   AMOUNT PER SHARE   OFFERING PRICE 2  REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>               <C>                 <C> 
COMMON STOCK, $.01 PAR VALUE    648,025 SHARES 3       $19.31 4          $12,513,363         $3,479
==========================================================================================================
</TABLE>
1  TOGETHER  WITH AN  INDETERMINATE  NUMBER OF  ADDITIONAL  SHARES  WHICH MAY BE
   NECESSARY TO ADJUST THE NUMBER OF SHARES  RESERVED  FOR ISSUANCE  PURSUANT TO
   THE HERITAGE  BANCORP,  INC. 1998 OPTION PLAN AND MANAGEMENT  RECOGNITION AND
   DEVELOPMENT  PLAN (THE "1998  PLANS") AS THE RESULT OF A STOCK  SPLIT,  STOCK
   DIVIDEND OR SIMILAR  ADJUSTMENT OF THE  OUTSTANDING  COMMON STOCK OF HERITAGE
   BANCORP, INC. PURSUANT TO 17 C.F.R. SECTION 230.416(A).
2  ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
3  PURSUANT TO 17 C.F.R. SECTION 230.4457(H)(1), REPRESENTS THE  TOTAL NUMBER OF
   SHARES  SUBJECT TO OPTIONS OR  RESTRICTED  STOCK  AWARDS UNDER THE 1998 PLANS
   PRIOR TO ANY ADJUSTMENT AS PERMITTED UNDER THE 1998 PLANS.
4  CALCULATED  USING THE MARKET  VALUE OF THE COMMON STOCK ON APRIL 26,  1999 AS
   DETERMINED  BY THE MEAN BETWEEN THE CLOSING HIGH BID AND LOW ASKED  QUOTATION
   ON THE NASDAQ  NATIONAL  MARKET (AS REPORTED IN THE WALL STREET  JOURNAL) FOR
   648,025  SHARES FOR WHICH  OPTIONS AND STOCK AWARDS HAVE NOT YET BEEN GRANTED
   UNDER THE 1998 PLANS.

   THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

NUMBER OF PAGES 14
EXHIBIT INDEX BEGINS ON PAGE 6


<PAGE> 2



PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2.  The  documents  containing  the  information  for the  1998  Plans
required by Part I of the  registration  statement  will be sent or given to the
participants in the 1998 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

         (a) Heritage Bancorp, Inc.'s (the "Company" or the "Registrant") Annual
Report on Form 10-K for the fiscal year ended September 30, 1998, which includes
the  consolidated   statements  of  financial   condition  of  the  Company  and
subsidiaries  as of September  30, 1998 and 1997,  and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the three-year  period ended  September 30, 1998,  together
with the  related  notes and the report of  Deloitte & Touche  LLP,  independent
auditors  dated  November 6, 1998 filed with the SEC on December  29, 1998 (File
No. 1-13823).

         (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended December 31, 1998 (File No.  1-13823),  filed with the SEC on February 11,
1999.

         (c)  The  description  of   Registrant's   common  stock  contained  in
Registrant's  Form 8-A (File No.  1-13823),  as filed with the SEC,  pursuant to
Section 12(b) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated  thereunder,  on January 23, 1998 and declared effective
on  January  23,  1998,  as  incorporated  by  reference  from the  Registrant's
Registration  Statement on Form S-1 (SEC No.  333-41857) as amended and declared
effective on [January 23, 1998].

         (d) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, 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.

                                        2

<PAGE> 3




ITEM 4.        DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

      The financial  statements  incorporated in this Registration  Statement by
reference  from the  Company's  Annual  Report on Form  10-K for the year  ended
September 30, 1998 have been audited by Deloitte & Touche, independent auditors,
as stated in their reports, which is incorporated herein by reference,  and have
been so  incorporated  in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the General  Corporation
Law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 16 and 17 of the
Registrant's Certificate of Incorporation provide as follows:

ARTICLE XVI

                                 INDEMNIFICATION

      A. Persons.  The Corporation  shall  indemnify,  to the extent provided in
paragraphs B, D or F:

         1.  any  person who is or was a director or officer of the Corporation;
and

         2.  any person who  serves or served at the  Corporation's request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

      B.  Extent  --  Derivative  Suits.  In case of a  threatened,  pending  or
          -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding 

                                        3

<PAGE> 4


a position named in paragraph A, the Corporation  shall indemnify such person if
such person  satisfies  the standard in  paragraph  C, for  expenses  (including
attorneys'  fees  but  excluding  amounts  paid  in  settlement)   actually  and
reasonably  incurred by such person in connection with the defense or settlement
of the action or suit.

      C.  Standard --  Derivative  Suits.  In case of a  threatened,  pending or
          ------------------------------
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

         1.  such person is successful on the merits or otherwise; or

         2.  such  person  acted in good faith in the  transaction  which is the
subject of the suit or action,  and in a manner such person reasonably  believed
to be in, or not opposed to, the best  interest of the  Corporation,  including,
but not  limited to, the taking of any and all  actions in  connection  with the
Corporation's  response to any tender  offer or any offer or proposal of another
party to engage in a  Business  Combination  (as  defined  in  Article  XIV) not
approved  by  the  board  of  directors.  However,  such  person  shall  not  be
indemnified in respect of any claim, issue or matter as to which such person has
been adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought  shall  determine,  upon  application,  that
despite the  adjudication but in view of all the  circumstances,  such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

      D. Extent --  Nonderivative  Suits.  In case of a  threatened,  pending or
         -------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify such person if such person satisfies the standard in
paragraph  E, for amounts  actually  and  reasonably  incurred by such person in
connection with the defense or settlement of the nonderivative suit,  including,
but not limited to (i) expenses  (including  attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.

      E. Standard --  Nonderivative  Suits. In case of a  nonderivative  suit, a
         ---------------------------------
person named in paragraph A shall be indemnified only if:

         1.  such person is successful on the merits or otherwise; or

         2.  such  person  acted in good faith in the  transaction  which is the
subject  of the  nonderivative  suit  and in a  manner  such  person  reasonably
believed  to be in, or not opposed to, the best  interests  of the  Corporation,
including,  but not limited to, the taking of any and all actions in  connection
with the Corporation's  response to any tender offer or any offer or proposal of
another party to engage in a Business  Combination (as defined in Article XIV of
this  Certificate)  not approved by the board of directors  and, with respect to
any  criminal  action or  proceeding,  such  person had no  reasonable  cause to
believe his conduct was unlawful.  The  termination of a  nonderivative  suit by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
                                                              ---------------

                                        4

<PAGE> 5



its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.

      F.  Determination  That  Standard Has Been Met. A  determination  that the
          ------------------------------------------
standard  of  paragraph  C or E has been  satisfied  may be made by a court  or,
except as stated in paragraph C.2 (second  sentence),  the  determination may be
made by:

         1.  a majority  vote  of  the  directors of the Corporation who are not
parties to the action, suit or proceeding, even though less than a quorum; or

         2.  independent   legal  counsel   (appointed  by  a  majority  of  the
disinterested  directors  of the  Corporation,  whether  or not a  quorum)  in a
written opinion; or

         3.  the stockholders of the Corporation.

      G.  Proration.  Anyone  making  a  determination  under  paragraph  F  may
          ---------
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H.  Advance  Payment.  The  Corporation  may pay in advance  any  expenses
          ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs  A through G if (i) the board of  directors  authorizes  the specific
payment and (ii) the person receiving the payment undertakes in writing to repay
the same if it is  ultimately  determined  that such  person is not  entitled to
indemnification by the Corporation under paragraphs A through G.

      I. Nonexclusive.  The  indemnification and advance of expenses provided by
         ------------
paragraphs  A through H shall not be  exclusive  of any other  rights to which a
person  may be  entitled  by law,  bylaw,  agreement,  vote of  stockholders  or
disinterested directors, or otherwise.

      J. Continuation. The indemnification provided by this Article XVI shall be
         ------------
deemed to be a contract  between the  Corporation  and the  persons  entitled to
indemnification  thereunder,  and any repeal or modification of this Article XVI
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in  paragraph  A  and  shall  inure  to  such  person's  heirs,   executors  and
administrators.

      K.  Insurance.  The  Corporation  may purchase  and maintain  insurance on
          ---------
behalf  of any  director,  officer,  employee  or  agent of the  Corporation  or
subsidiary  or affiliate or another  corporation,  partnership,  joint  venture,
trust or other enterprise,  against any liability incurred by such person in any
such position,  or arising out of such person's  status as such,  whether or not
the

                                        5

<PAGE> 6


Corporation  would have power to indemnify  such person  against such  liability
under paragraphs A through H.

      L.  Savings  Clause.  If this  Article XVI or any portion  hereof shall be
          ---------------
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent  permitted by any applicable  portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

ARTICLE XVII

                       ELIMINATION OF DIRECTORS' LIABILITY

      A  director  of the  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director, except: (i) for any breach of the director's duty of loyalty
to the Corporation or its  stockholders,  (ii) for acts or omissions not made in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) under  Section 174 of the  General  Corporation  Law of the State of
Delaware,  or (iv) for any transaction from which a director derived an improper
personal  benefit.  If the General  Corporation  Law of the State of Delaware is
amended  after the date of filing of this  Certificate  to further  eliminate or
limit the personal  liability of directors,  then the liability of a director of
the Corporation  shall be eliminated or limited to the fullest extent  permitted
by the General Corporation Law of the State of Delaware, as so amended.

      Any repeal or modification of the foregoing  paragraph by the stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.



                                        6

<PAGE> 7




ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.        EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

        3.1     Certificate of Incorporation of Heritage  Bancorp,  Inc.1 
        3.2     Bylaws of Heritage  Bancorp,  Inc.1 
        4.1     Heritage  Bancorp, Inc. 1998 Stock Option Plan 
        4.2     Heritage  Bancorp, Inc. Management  Recognition  and Development
                Plan 
        5.0     Opinion of Muldoon, Murphy & Faucette LLP as to the legality  of
                the Common Stock registered hereby.
       23.1     Consent  of  Muldoon, Murphy & Faucette LLP  (contained  in  the
                opinion included as Exhibit 5)
       23.2     Consent of Deloitte & Touche LLP
       24       Powers of Attorney (contained on the signature pages).

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

      1  Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively,  contained in the Registration Statement on Form S-1 (SEC
         No. 333-41857), filed with the SEC on January 23, 1998.

ITEM 9.        UNDERTAKINGS

      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  unless the
         information  required by (i) and (ii) is contained in periodic  reports
         filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
         Act  that  are   incorporated  by  reference  into  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


                                        7

<PAGE> 8



         (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.

      (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; 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.

      (4)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 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against  public  policy  as  expressed  in  such  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final  adjudication  of
such issue.


                                        8

<PAGE> 9


                                   SIGNATURES

    The Registrant.

    Pursuant to the  requirements  of the  Securities  Act of 1933,  as amended,
Heritage Bancorp,  Inc. 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 Laurens, State of South Carolina, on April 
28, 1999.

                                      Heritage Bancorp, Inc.

                                      By:/s/ J. Edward Wells
                                         ---------------------------------------
                                         J. Edward Wells
                                         President and Chief Executive Officer

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr.  Wells)  constitutes  and appoints J. Edward Wells and Mr.
Wells hereby  constitutes  and appoints Edwin I. Shealy,  as the 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
or all amendments to the Form S-8 registration statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  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 that said  attorney-in-fact and agent or his substitute or substitutes,  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.

    Name                            Title                           Date
    ----                            -----                           ----

/s/ J. Edward Wells           President and                     April 28, 1999
--------------------------    Chief Executive Officer
J. Edward Wells               


/s/ Edwin I. Shealy           Chief Financial Officer           April 28, 1999
--------------------------    (Principal Financial and
Edwin I. Shealy               Accounting Officer)
                              

/s/ Aaron H. King             Director                          April 28, 1999
--------------------------
Aaron H. King




<PAGE> 10



/s/ J. Riley Bailer            Director                         April 28, 1999
--------------------------
J. Riley Bailer


/s/ John H. Lake               Director                         April 28, 1999
--------------------------
John H. Lake


/s/ John C. Owings, II         Director                         April 28, 1999
--------------------------
John C. Owings, II
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26745}]
{"company-data": {"conformed-name": "HERITAGE BANCORP INC /SC/", "cik": "0001050884", "assigned-sic": "6035", "irs-number": "582356162", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77303", "film-number": "99603934"}, "business-address": {"street1": "201 W. MAIN STREET", "street2": "C/O HERITAGE FEDERAL SAVINGS BANK", "city": "LAURENS", "state": "SC", "zip": "29360", "phone": "8649844581"}}
1

As filed with the Securities and Exchange Commission on April 29, 1998 
                                            Registration No. 333-41857
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           --------------------------

                             HERITAGE BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)
  DELAWARE                            6035                  58-2356162
(State of Incorporation) (Primary Standard Classification   (IRS Employer 
                                 Code Number)               Identification No.)

                               201 W. MAIN STREET
                          LAURENS, SOUTH CAROLINA 29360
                                 (864) 984-4581
   (Address, including zip code, and telephone number including area code, of
                    registrant's principal executive offices)

                  HERITAGE BANCORP, INC. 1998 STOCK OPTION PLAN
                HERITAGE BANCORP, INC. MANAGEMENT RECOGNITION AND
                                DEVELOPMENT PLAN

                            (FULL TITLE OF THE PLANS)

                                                  COPIES TO:
  J. EDWARD WELLS                                 ERIC S. KRACOV, ESQ.
  PRESIDENT AND CHIEF EXECUTIVE OFFICER           MULDOON, MURPHY & FAUCETTE LLP
  HERITAGE BANCORP, INC.                          5101 WISCONSIN AVENUE, N.W.
  201 W. MAIN STREET                              WASHINGTON, D.C.  20016
  LAURENS, SOUTH CAROLINA 29360                   (202) 362-0840
  (864) 984-4581

  (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE,
              INCLUDING AREA CODE)
==========================================================================================================
                            CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
 TITLE OF CLASS OF                                                        ESTIMATED                     
  SECURITIES TO BE              PROPOSED AMOUNT     PROPOSED PURCHASE     AGGREGATE         AMOUNT OF
     REGISTERED                TO BE REGISTERED 1   AMOUNT PER SHARE   OFFERING PRICE 2  REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE    648,025 SHARES 3       $19.31 4          $12,513,363         $3,479
==========================================================================================================
1  TOGETHER  WITH AN  INDETERMINATE  NUMBER OF  ADDITIONAL  SHARES  WHICH MAY BE
   NECESSARY TO ADJUST THE NUMBER OF SHARES  RESERVED  FOR ISSUANCE  PURSUANT TO
   THE HERITAGE  BANCORP,  INC. 1998 OPTION PLAN AND MANAGEMENT  RECOGNITION AND
   DEVELOPMENT  PLAN (THE "1998  PLANS") AS THE RESULT OF A STOCK  SPLIT,  STOCK
   DIVIDEND OR SIMILAR  ADJUSTMENT OF THE  OUTSTANDING  COMMON STOCK OF HERITAGE
   BANCORP, INC. PURSUANT TO 17 C.F.R. SECTION 230.416(A).
2  ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
3  PURSUANT TO 17 C.F.R. SECTION 230.4457(H)(1), REPRESENTS THE  TOTAL NUMBER OF
   SHARES  SUBJECT TO OPTIONS OR  RESTRICTED  STOCK  AWARDS UNDER THE 1998 PLANS
   PRIOR TO ANY ADJUSTMENT AS PERMITTED UNDER THE 1998 PLANS.
4  CALCULATED  USING THE MARKET  VALUE OF THE COMMON STOCK ON APRIL 26,  1999 AS
   DETERMINED  BY THE MEAN BETWEEN THE CLOSING HIGH BID AND LOW ASKED  QUOTATION
   ON THE NASDAQ  NATIONAL  MARKET (AS REPORTED IN THE WALL STREET  JOURNAL) FOR
   648,025  SHARES FOR WHICH  OPTIONS AND STOCK AWARDS HAVE NOT YET BEEN GRANTED
   UNDER THE 1998 PLANS.

   THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

NUMBER OF PAGES 14
EXHIBIT INDEX BEGINS ON PAGE 6
2

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2.  The  documents  containing  the  information  for the  1998  Plans
required by Part I of the  registration  statement  will be sent or given to the
participants in the 1998 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

         (a) Heritage Bancorp, Inc.'s (the "Company" or the "Registrant") Annual
Report on Form 10-K for the fiscal year ended September 30, 1998, which includes
the  consolidated   statements  of  financial   condition  of  the  Company  and
subsidiaries  as of September  30, 1998 and 1997,  and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the three-year  period ended  September 30, 1998,  together
with the  related  notes and the report of  Deloitte & Touche  LLP,  independent
auditors  dated  November 6, 1998 filed with the SEC on December  29, 1998 (File
No. 1-13823).

         (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended December 31, 1998 (File No.  1-13823),  filed with the SEC on February 11,
1999.

         (c)  The  description  of   Registrant's   common  stock  contained  in
Registrant's  Form 8-A (File No.  1-13823),  as filed with the SEC,  pursuant to
Section 12(b) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated  thereunder,  on January 23, 1998 and declared effective
on  January  23,  1998,  as  incorporated  by  reference  from the  Registrant's
Registration  Statement on Form S-1 (SEC No.  333-41857) as amended and declared
effective on [January 23, 1998].

         (d) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, 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.

                                        2
3

ITEM 4.        DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

      The financial  statements  incorporated in this Registration  Statement by
reference  from the  Company's  Annual  Report on Form  10-K for the year  ended
September 30, 1998 have been audited by Deloitte & Touche, independent auditors,
as stated in their reports, which is incorporated herein by reference,  and have
been so  incorporated  in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the General  Corporation
Law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 16 and 17 of the
Registrant's Certificate of Incorporation provide as follows:

ARTICLE XVI

                                 INDEMNIFICATION

      A. Persons.  The Corporation  shall  indemnify,  to the extent provided in
paragraphs B, D or F:

         1.  any  person who is or was a director or officer of the Corporation;
and

         2.  any person who  serves or served at the  Corporation's request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

      B.  Extent  --  Derivative  Suits.  In case of a  threatened,  pending  or
          -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding 

                                        3
4

a position named in paragraph A, the Corporation  shall indemnify such person if
such person  satisfies  the standard in  paragraph  C, for  expenses  (including
attorneys'  fees  but  excluding  amounts  paid  in  settlement)   actually  and
reasonably  incurred by such person in connection with the defense or settlement
of the action or suit.

      C.  Standard --  Derivative  Suits.  In case of a  threatened,  pending or
          ------------------------------
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

         1.  such person is successful on the merits or otherwise; or

         2.  such  person  acted in good faith in the  transaction  which is the
subject of the suit or action,  and in a manner such person reasonably  believed
to be in, or not opposed to, the best  interest of the  Corporation,  including,
but not  limited to, the taking of any and all  actions in  connection  with the
Corporation's  response to any tender  offer or any offer or proposal of another
party to engage in a  Business  Combination  (as  defined  in  Article  XIV) not
approved  by  the  board  of  directors.  However,  such  person  shall  not  be
indemnified in respect of any claim, issue or matter as to which such person has
been adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought  shall  determine,  upon  application,  that
despite the  adjudication but in view of all the  circumstances,  such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

      D. Extent --  Nonderivative  Suits.  In case of a  threatened,  pending or
         -------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify such person if such person satisfies the standard in
paragraph  E, for amounts  actually  and  reasonably  incurred by such person in
connection with the defense or settlement of the nonderivative suit,  including,
but not limited to (i) expenses  (including  attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.

      E. Standard --  Nonderivative  Suits. In case of a  nonderivative  suit, a
         ---------------------------------
person named in paragraph A shall be indemnified only if:

         1.  such person is successful on the merits or otherwise; or

         2.  such  person  acted in good faith in the  transaction  which is the
subject  of the  nonderivative  suit  and in a  manner  such  person  reasonably
believed  to be in, or not opposed to, the best  interests  of the  Corporation,
including,  but not limited to, the taking of any and all actions in  connection
with the Corporation's  response to any tender offer or any offer or proposal of
another party to engage in a Business  Combination (as defined in Article XIV of
this  Certificate)  not approved by the board of directors  and, with respect to
any  criminal  action or  proceeding,  such  person had no  reasonable  cause to
believe his conduct was unlawful.  The  termination of a  nonderivative  suit by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
                                                              ---------------

                                        4
5

its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.

      F.  Determination  That  Standard Has Been Met. A  determination  that the
          ------------------------------------------
standard  of  paragraph  C or E has been  satisfied  may be made by a court  or,
except as stated in paragraph C.2 (second  sentence),  the  determination may be
made by:

         1.  a majority  vote  of  the  directors of the Corporation who are not
parties to the action, suit or proceeding, even though less than a quorum; or

         2.  independent   legal  counsel   (appointed  by  a  majority  of  the
disinterested  directors  of the  Corporation,  whether  or not a  quorum)  in a
written opinion; or

         3.  the stockholders of the Corporation.

      G.  Proration.  Anyone  making  a  determination  under  paragraph  F  may
          ---------
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.

      H.  Advance  Payment.  The  Corporation  may pay in advance  any  expenses
          ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs  A through G if (i) the board of  directors  authorizes  the specific
payment and (ii) the person receiving the payment undertakes in writing to repay
the same if it is  ultimately  determined  that such  person is not  entitled to
indemnification by the Corporation under paragraphs A through G.

      I. Nonexclusive.  The  indemnification and advance of expenses provided by
         ------------
paragraphs  A through H shall not be  exclusive  of any other  rights to which a
person  may be  entitled  by law,  bylaw,  agreement,  vote of  stockholders  or
disinterested directors, or otherwise.

      J. Continuation. The indemnification provided by this Article XVI shall be
         ------------
deemed to be a contract  between the  Corporation  and the  persons  entitled to
indemnification  thereunder,  and any repeal or modification of this Article XVI
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in  paragraph  A  and  shall  inure  to  such  person's  heirs,   executors  and
administrators.

      K.  Insurance.  The  Corporation  may purchase  and maintain  insurance on
          ---------
behalf  of any  director,  officer,  employee  or  agent of the  Corporation  or
subsidiary  or affiliate or another  corporation,  partnership,  joint  venture,
trust or other enterprise,  against any liability incurred by such person in any
such position,  or arising out of such person's  status as such,  whether or not
the

                                        5
6

Corporation  would have power to indemnify  such person  against such  liability
under paragraphs A through H.

      L.  Savings  Clause.  If this  Article XVI or any portion  hereof shall be
          ---------------
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent  permitted by any applicable  portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

ARTICLE XVII

                       ELIMINATION OF DIRECTORS' LIABILITY

      A  director  of the  Corporation  shall  not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director, except: (i) for any breach of the director's duty of loyalty
to the Corporation or its  stockholders,  (ii) for acts or omissions not made in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law,  (iii) under  Section 174 of the  General  Corporation  Law of the State of
Delaware,  or (iv) for any transaction from which a director derived an improper
personal  benefit.  If the General  Corporation  Law of the State of Delaware is
amended  after the date of filing of this  Certificate  to further  eliminate or
limit the personal  liability of directors,  then the liability of a director of
the Corporation  shall be eliminated or limited to the fullest extent  permitted
by the General Corporation Law of the State of Delaware, as so amended.

      Any repeal or modification of the foregoing  paragraph by the stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
director of the Corporation existing at the time of such repeal or modification.

                                        6
7

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.        EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

        3.1     Certificate of Incorporation of Heritage  Bancorp,  Inc.1 
        3.2     Bylaws of Heritage  Bancorp,  Inc.1 
        4.1     Heritage  Bancorp, Inc. 1998 Stock Option Plan 
        4.2     Heritage  Bancorp, Inc. Management  Recognition  and Development
                Plan 
        5.0     Opinion of Muldoon, Murphy & Faucette LLP as to the legality  of
                the Common Stock registered hereby.
       23.1     Consent  of  Muldoon, Murphy & Faucette LLP  (contained  in  the
                opinion included as Exhibit 5)
       23.2     Consent of Deloitte & Touche LLP
       24       Powers of Attorney (contained on the signature pages).

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

      1  Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively,  contained in the Registration Statement on Form S-1 (SEC
         No. 333-41857), filed with the SEC on January 23, 1998.

ITEM 9.        UNDERTAKINGS

      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  unless the
         information  required by (i) and (ii) is contained in periodic  reports
         filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
         Act  that  are   incorporated  by  reference  into  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

                                        7
8

         (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.

      (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; 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.

      (4)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 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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC such  indemnification
is  against  public  policy  as  expressed  in  such  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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 such Act will be governed by the final  adjudication  of
such issue.

                                        8
9

                                   SIGNATURES

    The Registrant.

    Pursuant to the  requirements  of the  Securities  Act of 1933,  as amended,
Heritage Bancorp,  Inc. 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 Laurens, State of South Carolina, on April 
28, 1999.

                                      Heritage Bancorp, Inc.

                                      By:/s/ J. Edward Wells
                                         ---------------------------------------
                                         J. Edward Wells
                                         President and Chief Executive Officer

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr.  Wells)  constitutes  and appoints J. Edward Wells and Mr.
Wells hereby  constitutes  and appoints Edwin I. Shealy,  as the 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
or all amendments to the Form S-8 registration statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  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 that said  attorney-in-fact and agent or his substitute or substitutes,  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.

    Name                            Title                           Date
    ----                            -----                           ----

/s/ J. Edward Wells           President and                     April 28, 1999
--------------------------    Chief Executive Officer
J. Edward Wells               

/s/ Edwin I. Shealy           Chief Financial Officer           April 28, 1999
--------------------------    (Principal Financial and
Edwin I. Shealy               Accounting Officer)
                              

/s/ Aaron H. King             Director                          April 28, 1999
--------------------------
Aaron H. King
10

/s/ J. Riley Bailer            Director                         April 28, 1999
--------------------------
J. Riley Bailer

/s/ John H. Lake               Director                         April 28, 1999
--------------------------
John H. Lake

/s/ John C. Owings, II         Director                         April 28, 1999
--------------------------
John C. Owings, II