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December 2, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Aisha Adegbuyi

Re:			Heritage Financial Corporation
			Request for Acceleration of Effectiveness of Form S-4
			SEC File No. 333-291538 (“Registration Statement”)

Dear Ms. Adegbuyi:

On behalf of Heritage Financial Corporation, as registrant, the undersigned officer hereby requests that the effective date for the Registration Statement be accelerated so that it will become effective at 2:00 p.m. (Washington, D.C. time) on Thursday, December 4, 2025, or as soon as practicable thereafter.

Feel free to contact Joseph T. Ceithaml of Barack Ferrazzano Kirschbaum & Nagelberg LLP, the registrant’s legal counsel, at (312) 629-5143 with any questions or comments.

Very truly yours,

Heritage Financial Corporation

/s/ Bryan McDonald                    

Bryan McDonald

President and Chief Executive Officer