[LETTERHEAD OF HERITAGE FINANCIAL CORPORATION]
May 7, 2018
Via EDGAR and Email
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Re: Heritage Financial Corporation, Olympia, Washington
Registration Statement on Form S-4 (Commission File No. 333-224326)
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C of the Securities Act of 1933, as amended, and in connection with the above-referenced Registration Statement, Heritage Financial Corporation (the "Company") hereby respectfully requests that the above-referenced Registration Statement be declared effective at 4:00 p.m. Eastern Time on Wednesday, May 9, 2018, or as soon thereafter as practicable.
We request that we be notified of such effectiveness by a telephone call to Mr. John F. Breyer, Jr. of Breyer & Associates PC at (703) 883-1100.
Sincerely, | |
/s/Kaylene Lahn | |
Kaylene Lahn | |
Senior Vice President and Corporate Secretary |
cc: Christopher Dunham, Esquire, Division of Corporation Finance, Securities and Exchange
Commission