UPDATE 1-Heritage MHC to convert into stock-holding firm

* Gets OTS approval to convert from mutual-holding firm

* To offer 6.1-8.3 mln shares at $10.00/shr

Oct 22 (Reuters) - Heritage Financial Group (HBOS.O) said its parent company, Heritage MHC, received conditional approval from the U.S. Office of Thrift Supervision to convert into a full stock-holding company from a two-tier, mutual-holding firm.

Heritage Financial Group Inc, the proposed new holding company, began a stock offering of about 6.1-8.3 million common shares for $10.00 apiece, as part of the approval.

Shares on offer represent 76 percent of Heritage Financial's common stock that is currently held by the parent company.

Shares of the Albany, Georgia-based company closed at $8.56 Thursday on Nasdaq. Their value has declined 41 percent since April when the company revised its fourth-quarter and full-year results for 2009 to record an additional loan-loss provision. (Reporting by Rachel Chitra in Bangalore; Editing by Jarshad Kakkrakandy)