UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Heritage Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42722X106
(Cusip Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 42722X106 Page 2 of 6 Pages
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Investment Counselors of Maryland, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5. SOLE VOTING POWER
NUMBER OF SHARES
654,770
BENEFICIALLY
6. SHARED VOTING POWER
OWNED BY EACH
511,509
REPORTING
7. SOLE DISPOSITIVE POWER
PERSON
1,166,279
WITH
8. SHARED DISPOSITIVE POWER
--
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,166,279
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.85%
12. TYPE OF REPORTING PERSON*
IA
CUSIP No. 42722X106 Page 3 of 6 Pages
Item 1(a) Name of Issuer:
Heritage Financial Corporation
(b) Address of Issuer's Principal Executive Offices
201 Fifth Avenue SW
Olympia, WA 98501
Item 2(a) Name of Person Filing:
Investment Counselors of Maryland, LLC
(b) Address of Principal Business Office or, if none,
Residence:
300 East Lombard Street, Suite 810
Baltimore, Maryland 21202
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
42722X106
Item 3: Capacity in Which Person is Filing:
[x] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
CUSIP No. 42722X106 Page 4 of 6 Pages
Item 4: Ownership:
As of December 31, 2014:
(a) Amount Beneficially Owned:
1,166,279
(b) Percent of class:
3.85%
(c) Number of shares to which such person has:
(i) Sole power to vote or to direct the vote:
654,770
(ii) Shared power to vote or to direct the vote:
511,509
(iii) Sole power to dispose or to direct the disposition of:
1,166,279
(iv) Shared power to dispose or to direct the disposition
of:
Item 5: Ownership of Five Percent of Less of Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following. [X]
CUSIP No. 42722X106 Page 5 of 6 Pages
Item 6: Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable
Item 7: Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company:
Not applicable
Item 8: Identification and Classification of Members of the
Group:
Not applicable
Item 9: Notice of Dissolution of Group:
Not applicable
CUSIP No. 42722X106 Page 6 of 6 Pages
Item 10: Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Investment Counselors of Maryland, LLC
By: /s/ Gary Merwitz
Gary Merwitz
Principal
Date: 2/11/15