UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549


                                 CURRENT REPORT


   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934


       Date of Report (Date of earliest event reported): November 15, 2001


                           Washington Banking Company
             (Exact name of registrant as specified in its charter)



                                   Washington
                 (State or other jurisdiction of incorporation)


             000-24503                                    91-1725825
     (Commission File Number)                  (IRS Employer Identification No.)


                               450 Bayshore Drive
                              Oak Harbor, WA 98277

               (Address of principal executive offices) (Zip Code)



                                 (360) 679-3121
              (Registrant's telephone number, including area code)






                                    FORM 8-K

                           WASHINGTON BANKING COMPANY
                             Oak Harbor, Washington

                                November 15, 2001


Item 4.  Change in Registrant's Certifying Accountant

On November 15, 2001,  the Company  determined  that it would not reappoint KPMG
LLP as its  independent  accountants,  effective  upon KPMG's  completion of the
audit  of the  Company's  financial  statements  as of and  for the  year  ended
December 31, 2001 and the issuance of their report  thereon.  KPMG's  reports on
the financial  statements for the years ended December 31, 1999 and 2000 did not
contain an adverse  opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty,  audit scope or accounting principles.  The decision
to change  accountants  was approved by the  Company's  full board of directors.
During the two most recent fiscal years and the subsequent interim periods,  the
Company  has not had any  disagreements  with KPMG on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

The Company has engaged Moss Adams LLP as its independent  accountants effective
after KPMG completes its audit of the Company's  financial  statements as of and
for the year ended  December 31, 2001 and the issuance of their report  thereon.
The Company has not consulted Moss Adams previously.

Item 7.  Financial Statements and Exhibits

16.      Letter from KPMG regarding change in Registrant's accountant.*

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

*To be filed by amendment

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                           WASHINGTON BANKING COMPANY



Date: November 21, 2001                      By:  /s/ Michal D. Cann
                                                ----------------------
                                                    Michal D. Cann
                                                    President and
                                               Chief Executive Officer