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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HERITAGE COMMERCE CORP
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(Exact name of registrant as specified in its charter)

CALIFORNIA 77-0469558
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

150 ALMADEN BOULEVARD, SAN JOSE, CA 95113
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(Address of principal executive offices)

HERITAGE COMMERCE CORP AMENDED AND RESTATED 1994 TANDEM STOCK OPTION PLAN
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(Full title of plans)

BRAD L. SMITH
HERITAGE COMMERCE CORP
150 ALMADEN BOULEVARD
SAN JOSE, CA 95113
(408) 947-6900
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(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

- ----------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered price per share(1) offering price(1) registration fee

Heritage Commerce Corp
Amended and Restated
1994 Tandem Stock Option
Plan (common stock and
related options) 500,000 $8.30 $4,150,000.00 $1,037.50
- ----------------------------------------------------------------------------------------------------------------------------

(1) In accordance with Rule 457(h), based on the average of the bid and ask
price for Heritage Commerce Corp common stock as of July 24, 2001.

This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.

Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 333-59277 (filed July 17, 1998) are incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

Heritage Commerce Corp (the "Company") hereby incorporates by
reference in this registration statement the following documents:

(a) The Company's annual report on Form 10-K for the year ended
December 31, 2000, as filed with the Securities and Exchange Commission (the
"Commission") on March 30, 2001 and as amended on April 6, 2001;

(b) The Company's quarterly report on Form 10-Q for the period ended
March 31, 2001, as filed with the Commission on May 15, 2001;

(c) The Company's Current Reports on Form 8-K dated January 26, 2001,
March 27, 2001 and April 24, 2001, filed by the Company with the Commission
pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act").

(d) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
March 5, 1998.

(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

The class of securities to be offered is registered under Section 12
of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 317 of the California General Corporations Law (the "CGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers who are parties or are threatened to be made
parties to any proceeding (with certain exceptions) by reason of the fact that
the person is or was an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation. Section 204 of the CGCL provides that this limitation on liability
has no effect on a director's liability (i) for acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii) for acts
or omissions that a director believes to be contrary to the best interests of
the corporation or its shareholders or that involve the absence of good faith on
the part of the director, (iii) for any transaction from which a director
derived an improper personal benefit, (iv) for acts

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or omissions that show a reckless disregard for the director's duty to the
corporation or its shareholders in circumstances in which the director was
aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of a serious injury to the corporation or its
shareholders, (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (vi) under Section 310 of the CGCL (concerning
contracts or transactions between the corporation and a director) or (vii) under
Section 316 of the CGCL (directors' liability for improper dividends, loans and
guarantees).

In accordance with Section 317, the Company's Articles of
Incorporation (the "Articles"), limit the liability of a directors, officers and
employees to the Company or its shareholders for monetary damages to the fullest
extent permissible under California law, and in excess of that authorized under
Section 317. The Articles and the Company's By-Laws further provide for
indemnification of corporate agents to the maximum extent permitted by the CGCL.

The Company also maintains insurance policies which insure its
officers and directors against certain liabilities in an annual aggregate
maximum amount of $20,000,000.

The foregoing summaries are necessarily subject to the complete text
of the statute, the Articles, the By-Laws referred to above and are qualified in
their entirety by reference thereto.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The Exhibits to this Registration Statement are listed in the Exhibit
Index beginning on page E-1 of this Registration Statement, which Index is
incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

(a) Rule 415 Offering.

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;

(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 registration statement is on Form S-3 or Form S-8, and 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 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) Filings incorporating subsequent Exchange Act documents by reference.

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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 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.

(h) Request for acceleration of effective date of filing of registration
statement on Form S-8.

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 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

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of San Jose, State of California, on June 28, 2001.

HERITAGE COMMERCE CORP
(Registrant)

By /s/ Brad L. Smith
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Brad L. Smith
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.

Signature Title Date
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/s/ Brad L. Smith Chairman and Chief Executive Officer June 28, 2001
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Brad L. Smith

/s/ Lawrence D. McGovern Executive Vice President and Chief June 28, 2001
- --------------------------------------- Financial Officer (Principal
Lawrence D. McGovern Financial and Accounting Officer)

/s/ Frank G. Bisceglia Director June 28, 2001
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Frank G. Bisceglia

/s/ James R. Blair Director June 28, 2001
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James Blair

/s/ Richard L. Conniff Director, President and COO June 28, 2001
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Richard L. Conniff

/s/ William J. Del Biaggio, Jr. Director June 28, 2001
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William J. Del Biaggio, Jr.

/s/ Anneke Dury Director June 28, 2001
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Anneke Dury

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Signatures (Continued)

Signature Title Date
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/s/ Hurt G. Hammerstrom Director June 28, 2001
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Kurt G. Hammerstrom

/s/ John W. Larsen Director June 28, 2001
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John W. Larsen

/s/ Roy E. Lave Director June 28, 2001
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Roy E. Lave

/s/ Louis O. Normandin Director June 28, 2001
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Louis O. Normandin

/s/ Jack L. Peckham Director June 28, 2001
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Jack L. Peckham

/s/ Robert W. Peters Director June 28, 2001
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Robert W. Peters

/s / Humphrey P. Polanen Director June 28, 2001
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Humphrey P. Polanen

/s/ Howard Weiland Director June 28, 2001
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Howard Weiland

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POWER OF ATTORNEY

Know all men by these presents that each of the undersigned does
hereby make, constitute and appoint Brad L. Smith and Lawrence D. McGovern, or
either of them, as the true and lawful attorney-in-fact of the undersigned, with
full power of substitution and revocation, for and in the name, place and stead
of the undersigned, to execute and deliver the Registration Statement on Form
S-8, and any and all amendments thereto, including without limitation
pre-effective and post-effective amendments thereto; such Form S-8 and each such
amendment to be in such form and to contain such terms and provisions as said
attorney or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person as in any case may be appointed pursuant
to the power of substitution herein given, full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or, in the
opinion of said attorney or substitute, able to be done in such matter as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.

In witness whereof, each of the undersigned has duly executed this
Power of Attorney.

/s/ Frank G. Bisceglia June 28, 2001
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Frank G. Bisceglia

/s/ James R. Blair June 28, 2001
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James R. Blair

/s/ Richard L. Conniff June 28, 2001
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Richard L. Conniff

/s/ William J. Del Biaggio, Jr. June 28, 2001
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William J. Del Biaggio, Jr.

/s/ Anneke Dury June 28, 2001
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Anneke Dury

/s/ Kurt G. Hammerstrom June 28, 2001
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Kurt G. Hammerstrom

/s/ John W. Larsen June 28, 2001
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John W. Larsen

/s/ Roy E. Lave June 28, 2001
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Roy E. Lave

/s/ Louis O. Normandin June 28, 2001
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Louis O. Normandin

/s/ Jack L. Peckham June 28, 2001
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Jack L. Peckham

/s/ Robert W. Peters June 28, 2001
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Robert W. Peters

/s/ Humphrey P. Polanen June 28, 2001
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Humphrey P. Polanen

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/s/ Brad L. Smith June 28, 2001
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Brad L. Smith

/s/ Howard Weiland June 28, 2001
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Howard Weiland

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EXHIBITS LIST

Sequentially
Exhibit Description Numbered Page

4 Amendment to Heritage Commerce Corp Amended and Restated 1994 Tandem
Stock Option Plan

5 Opinion of Counsel as to the legality of securities being registered

23.1 Consent of Counsel (included in Exhibit 5)

23.2 Consent of Deloitte & Touche LLP, Independent Auditors

23.3 Consent of Arthur Andersen LLP, Independent Auditors

23.4 Consent of Pricewaterhouse Coopers LLP, Independent Auditors

24.1 Power of Attorney (included in signature page of this registration
statement)