Exhibit 23
                        Consent of Independent Auditors


The Board of Directors
Heritage Financial Corporation:

We consent to incorporation by reference in the registration statements (No.
333-57513, No. 333-71415 and No. 333-87599) on Form S-8 of Heritage Financial
Corporation of our report dated February 4, 2001, relating to the consolidated
statements of condition of Heritage Financial Corporation and subsidiaries as of
December 31, 1999 and 2000, and the related consolidated statements of income,
shareholders' equity and comprehensive income and cash flows for the year ended
June 30, 1998, for the six-month period ended December 31, 1998 and for each of
the years in the two-year period ended December 31, 2000, which report appears
in Heritage Financial Corporation's Annual Report on Form 10-K for the year
ended December 31, 2000.

/s/  KPMG LLP

Seattle, Washington
March 20, 2001