| LAW OFFICES Silver, Freedman & Taff, L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS |
| 1700 WISCONSIN AVENUE, N.W. WASHINGTON, D.C. 20007 PHONE: (202) 295-4500 FAX: (202) 337-5502 WWW.SFTLAW.COM |
WRITER'S DIRECT DIAL NUMBER (202) 295-4536 |
May 13, 2005
By Messenger and EDGAR
Todd Schiffman
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 0408
Washington, D.C. 20549
| Re: | Heritage Financial Group Form SB-2 filed March 25, 2005 File No. 333-123581 Pre-Effective Amendment No. One |
Dear Mr. Schiffman:
Because the Office of Thrift Supervision is requesting a reduction in the size of the offering by Heritage Financial Group, which will not be approved until later today, we will be filing pre-effective amendment 3 to the above-referenced registration statement early Monday, May 16 to reflect that change. We hereby file on behalf of our client, Heritage Financial Group, a recision of its prior request for acceleration at 3:00 p.m. today and a request for the acceleration of the effective date of the above-referenced registration statement to Monday, May 16, 2005, at 3:00 p.m., or as soon as practicable thereafter.
If the Staff wishes to discuss this filing with us, please contact Martin L. Meyrowitz (202-295-4527) or me at (202) 295-4536.
| Very truly yours, /s/ Marianne E. Roche Marianne E. Roche |
| cc: | Kathryn McHale (By facsimile -- 202.772.9208) David Permut, Office of Thrift Supervision |
May 13, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| RE: | Heritage Financial Group Registration Statement Under the 1933 Act on Form SB-2 (File number 333-123581) |
Gentlemen:
We hereby rescind our prior request for acceleration of the effective date of the above-captioned Registration Statement to Friday, May 13, 2005, at 3:00 p.m., and hereby request acceleration of the effective date of the above-captioned Registration Statement to Monday, May 16, 2005, at 3:00 p.m. or as soon practicable thereafter. Heritage Financial Group (the "Company") acknowledges that:
| 1. | should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| 2. | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Corporation from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| 3. | the Corporation may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Sincerely yours, | ||
| HERITAGE FINANCIAL GROUP | ||
| By: | /s/ O. Leonard Dorminey O. Leonard Dorminey President and Chief Executive Officer |
| cc: | Todd Schiffman Kathryn McHale Benjamin Phippen Don Walker |
May 13, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| RE: | Heritage Financial Group Registration Statement on Form SB-2 (File number 333-123581) |
Dear Sir or Madam:
We hereby rescind our prior request for acceleration of the effective date of the above-captioned Registration Statement to Friday, May 13, 2005, at 3:00 p.m., and hereby request acceleration of the effective date of the above-captioned Registration Statement to Monday, May 16, 2005, at 3:00 p.m. or as soon as practicable thereafter that the staff of the Commission, acting pursuant to delegated authority, may determine.
| KEEFE, BRUYETTE & WOODS, INC. | ||
| By: | /s/ John Hink John Hink Vice President | |
| cc: | Todd Schiffman Kathryn McHale Benjamin Phippen Don Walker |
