UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549


                                   FORM 8-K/A


                                 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 SW 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/A

                           WASHINGTON BANKING COMPANY
                             Oak Harbor, Washington

                                November 15, 2001


Item 4.  Change in Registrant's Certifying Accountant

The Company is making  additional  disclosures to the Current Report on Form 8-K
filed by the Company on November 21, 2001.

The Company  requested KPMG LLP to furnish a letter  addressed to the Securities
and Exchange Commission stating whether it agrees with the statements  contained
in Item 4 of the  Company's  Current  Report on Form 8-K filed on  November  21,
2001. A copy of that letter,  dated  November 27, 2001 is filed as Exhibit 16 to
this Current Report on Form 8-K/A.

Item 7.  Financial Statements and Exhibits

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




                                   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 29, 2001                      By:  /s/ Michal D. Cann
                                                ----------------------
                                                    Michal D. Cann
                                                    President and
                                               Chief Executive Officer








                                      INDEX



Exhibit Number                      Description of Document

16                    Letter from KPMG LLP to Securities and Exchange Commission
                      dated November 27, 2001 pursuant to the requirements of
                      Item 304(a)(3) of Regulation S-K.











November 27, 2001



Securities and Exchange Commission
Washington, D.C. 20549

We are currently principal  accountants for Washington Banking Company (Company)
and,  under the date of  February  8,  2001,  we  reported  on the  consolidated
financial  statements  of the Company as of  December  31, 2000 and 1999 and for
each of the years in the three-year  period ended December 31, 2000. On November
15, 2001, we were notified that the Company  engaged Moss Adams LLP (Moss Adams)
as its principal  accountant for the year ending  December 31, 2002 and that the
auditor-client  relationship  with KPMG LLP will  cease upon  completion  of the
audit of the Company's  consolidated financial statements as of and for the year
ending December 31, 2001, and the issuance of our report  thereon.  We have read
the Company's  statements  included  under Item 4 of its Form 8-K dated November
21,  2001,  and we  agree  with  such  statements,  except  that we are not in a
position to agree or disagree with the Company's  statements that it has engaged
Moss  Adams or that the  change  was  approved  by the  Board of  Directors.  In
addition,  we are not in a  position  to agree or  disagree  with the  Company's
statement that the Company has not consulted Moss Adams previously.

Very truly yours,



/s/ KPMG  LLP
- ----------------------
    KPMG  LLP