HERITAGE BANCORP INC /VA/
NT 10-Q, 2000-08-15
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25


                                                Commission File Number: 00-24933

                           NOTIFICATION OF LATE FILING

(Check One):  [ ] Form 10-K  [ ] Form 11-K   [X] Form 10-Q  [ ] Form N-SAR

For Period Ended: June 30, 2000
[ ] Transition Report on Form 10-K           [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F           [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:

     Read attached  instruction  sheet before  preparing  form.  Please print or
type.

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:__________________.

                         PART I. REGISTRANT INFORMATION

Full name of registrant  Heritage Bancorp. Inc.
                       ------------------------
Former name if applicable
                         --------------------------
Address of principal executive  office  (Street and number) 1313 Dolley Madison
                                                           --------------------
Avenue
------
City, State and Zip Code McLean, Virginia 22101
                         ----------------------

                        PART II. RULE 12B-25 (B) AND (C)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

        |   (a) The reasons  described in reasonable detail in Part III of this
        |   form  could  not  be  eliminated  without  unreasonable  effort  or
        |   expense;
        |
        |   (b) The  subject  annual  report,  semi-annual  report,  transition
        |    report on Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof
|X|     |    will be filed on or before  the 15th  calendar  day  following  the
        |    prescribed due date; or the subject  quarterly report or transition
        |    report on Form 10-Q, or portion  thereof will be filed on or before
        |    the fifth calendar day following the prescribed due date; and
        |
        |   (c) The accountant's  statement or other exhibit required  by  Rule
        |   12b-25(c) has been attached if applicable.



<PAGE>


                               PART III. NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or transition  report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

     The  Registrant  has  encountered  unanticipated  delays in  compiling  and
consolidating  the  financial  information  from its  subsidiaries  necessary to
complete the financial statements for its Quarterly Report on Form 10-QSB.

     As a result of the foregoing  unusual  circumstances and in the interest of
full and accurate  disclosure to the Commission and to current  stockholders and
to avoid  incurring  unreasonable  effort or expense,  the  Registrant  requires
additional  time to prepare its Form 10-QSB filing.  The Registrant  anticipates
that the filing will be made as required under Rule 12b-25(b)(2)(ii).

                           PART IV. OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

    Janet A. Valentine                           (703)         873-0310
--------------------------------------------------------------------------------
        (Name)                                 (Area code)  (Telephone number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                              [X] Yes      [ ] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                              [ ] Yes      [X] No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.


<PAGE>



                             Heritage Bancorp, Inc.

                  (Name of Registrant as specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


                                     HERITAGE BANCORP, INC.



Date:  August 14, 2000                        By:  /s/  Janet A. Valentine
     -----------------                            ----------------------------
                                              Janet A. Valentine
                                              Executive Vice President and Chief
                                              Financial Officer


      INSTRUCTION:  The  form  may be  signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.

                                    ATTENTION

INTENTIONAL  MISSTATEMENTS  OR OMISSIONS  OF FACT  CONSTITUTE  FEDERAL  CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).







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