Exhibit 23.2


[KPMG LOGO]
        KPMG LLP
        Suite 900
        801 Second Avenue
        Seattle, WA 98104

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Washington Banking Company:

We consent to incorporation by reference in the registration statements (No.
333-57431 and No. 333-72436) on Form S-8 of Washington Banking Company of our
report dated January 25, 2002, with respect to the consolidated statements of
income, shareholders' equity, comprehensive income and cash flows of Washington
Banking Company and subsidiary for the year ended December 31, 2001, which
report appears on December 31, 2003 Annual Report on Form 10-K of Washington
Banking Company.

                                        KPMG LLP


Seattle, Washington
March 22, 2004







KPMG LLP, a limited liability partnership, is the U.S. member firm of KPMG
International, a Swiss cooperative.