Heathen was formed in late 1984 by friends Lee Altus (guitar) and Carl Sacco (drums).
While Heathen was Altus' first band, Sacco was already able to gain experience in the groups Metal Church and Murder.
Guitarist Jim Sanguinetti and vocalist Sam Kress completed the initial line-up, which played their first and only concert in April 1985.
The concert was played without a bass player, since the group could not find a suitable musician for this post.
Sanguinetti left the band and went to Mordred. He was replaced by Doug Piercy, who previously played with Anvil Chorus, among others.
At the end of 1985 Sam Kress had to leave the band. He was succeeded by former Blind Illusion singer David White (then still under his birth name David Godfrey). A short time later, Eric Wong, a permanent bassist, was added to the group.
The first concert with this cast took place on February 9, 1986 in San Francisco.
In April 1986, the band recorded their first demo entitled Pray for Death, which landed the band a deal with Combat Records.