HERITAGE BANCORP INC /VA/
SC 13G, 1998-10-13
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934


                             Heritage Bancorp, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                      Common Stock, no par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   42720W 10 0
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 October 1, 1998
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[ ]  Rule 13d-1(d)

*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 the
disclosures provided in a prior cover page.

The information required in 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).



<PAGE>



- --------------------                                           -----------------
CUSIP No.42720W 10 0                   13G                     Page 2 of 6 Pages
         -----------                                               ---  ---
- --------------------                                           -----------------

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)

     Philip F. Herrick, Jr.
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   (a) [ ]
                                                                         (b) [ ]
- --------------------------------------------------------------------------------
3    SEC USE ONLY
- --------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     USA
- --------------------------------------------------------------------------------
- ------------- ------------------------------------------------------------------
  NUMBER OF         5    SOLE VOTING POWER
   SHARES
BENEFICIALLY             18,000
  OWNED BY    ------------------------------------------------------------------
   EACH             6    SHARED VOTING POWER      
 REPORTING                                        
  PERSON                 113,411                  
   WITH                                           
                    7    SOLE DISPOSITIVE POWER   
                                                  
                         18,000                   
                                                  
                    8    SHARED DISPOSITIVE POWER 
                                                  
                         113,411                  
- ------------- ------------------------------------------------------------------
- --------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     131,411
- --------------------------------------------------------------------------------
10   CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*

                                            [ ]
- --------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     5.72% of 2,294,617  shares of Common Stock  outstanding as of September 30,
     1998
- --------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*

     IN

- --------------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!



<PAGE>



                                                               Page 3 of 6 pages


                                    ITEM 1(A)

NAME OF ISSUER: Heritage Bancorp, Inc. ("Company")


                                    ITEM 1(B)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:

                                      1313 Dolley Madison Blvd.
                                      McLean, VA 22101


                                    ITEM 2(A)

NAME OF PERSON FILING: Philip F. Herrick, Jr.


                                    ITEM 2(B)

ADDRESS OF PRINCIPAL BUSINESS OFFICE: 1313 Dolley Madison Blvd.
                                      McLean, VA 22101


                                    ITEM 2(C)

CITIZENSHIP: USA


                                    ITEM 2(D)

TITLE OF CLASS OF  SECURITIES:  Common  Stock,  no par value per share  ("Common
                                Stock").


                                    ITEM 2(E)

CUSIP NUMBER: 42720W 10 0


                                     ITEM 3

CHECK WHETHER THE PERSON FILING IS A:

If this statement is being filed pursuant to Rule 13d-1(c), check this box.  [X]


                                     ITEM 4

OWNERSHIP:

          (A)  AMOUNT BENEFICIALLY OWNED .........     131,411

          (B)  PERCENT OF CLASS ..................        5.72%

          (C)  NUMBER OF SHARES AS TO WHICH
               SUCH PERSON HAS:

               (I)  SOLE POWER TO VOTE OR TO
                    DIRECT THE VOTE ..............      18,000



<PAGE>



                                                               Page 4 of 6 pages


               (II) SHARED POWER TO VOTE OR TO
                    DIRECT THE VOTE ..............     113,411

               (III) SOLE POWER TO DISPOSE OR TO
                     DIRECT DISPOSITION OF .......       18,000

               (IV) SHARED POWER TO DISPOSE OR TO
                    DIRECT DISPOSITION OF ........     113,411


                                     ITEM 5

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable.


                                     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.


                                     ITEM 10

CERTIFICATION:

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred to above were  acquired  and are held in the  ordinary
course of business  and were not  acquired or held 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 or held 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.



<PAGE>


                                                               Page 5 of 6 pages



                                                         September 25, 1998
                                                         ------------------
                                                                Date

                                                      /s/ Philip F. Herrick, Jr.
                                                      --------------------------
                                                             Signature

     The original  statement  shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized  representative  other than an executive
officer  or   general   partner  of  the   filing   person,   evidence   of  the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all exhibits.  See  ss.240.13d-7  for other
parties for whom copies are to be sent.

     Attention:  Intentional  misstatements  or  omissions  of  fact  constitute
Federal criminal violations (See 18 U.S.C. 1001)




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