FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)
[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended March 31, 2001
                                 OR
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

        For the transition period from ______________ to _______________

                         Commission file number 0-25076
                                                -------

                               Washington Bancorp
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Iowa                                                42-1446740
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                  102 East Main Street, Washington, Iowa 52353
               --------------------------------------------------
               (Address of principal executive offices)(Zip Code)

        Registrant's telephone number, including area code: (319)653-7256

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

State the number of shares  outstanding of each of the issuers classes of common
equity, as of the latest practicable date.

Common Stock, $.01 par value 515,971 shares outstanding as of May 10, 2001

Transitional Small Business Disclosure Format (check one): Yes[ ] No[X]
<PAGE>




                                      INDEX

Part I.  Financial Information

         Item 1.  Consolidated Financial Statements

                  Consolidated Statements of Financial Condition
                  at March 31, 2001 (unaudited) and June 30, 2000

                  Unaudited Consolidated Statements of Income for the
                  three months and nine months ended March 31, 2001
                  and 2000

                  Unaudited Consolidated  Statements of Comprehensive
                  Income for the three months and nine months ended
                  March 31, 2001 and 2000

                  Unaudited Consolidated Statements of Cash Flows for
                  the nine months ended March 31, 2001 and 2000

                  Notes to Financial Statements

         Item 2.  Management's Discussion and Analysis

Part II. Other Information

         Items 1 through 6

         Signatures

         Exhibits
<PAGE>

Part 1. Financial Information
Item 1.  Consolidated Financial Statements

Washington Bancorp and Subsidiaries

Consolidated Statements of Financial Condition
<TABLE>
                                                          March 3          June 30,
                                                            2001            2000 *
                                                         ----------------------------
                                                          (unaudited)
<S>                                                      <C>             <C>
ASSETS
Cash and cash equivalents:
  Interest-bearing ...................................   $  2,088,947    $  1,859,278
  Noninterest-bearing ................................        752,197         990,107
Investment securities:
      Held to maturity ...............................      5,844,936         774,629
      Available for sale .............................     15,162,410      21,602,351
Federal funds, sold ..................................        850,000         110,000
Loans receivable, net of allowance for loan losses
      of $663,691 at March 31, 2001 and $647,605
      at June 30, 2000 ...............................     84,825,408      83,988,473
Accrued interest receivable ..........................      1,283,272       1,463,838
Federal Home Loan Bank Stock .........................      1,756,200       1,729,600
Foreclosed real estate ...............................        173,201         271,302
Premises and equipment, net ..........................        931,495         818,228
Goodwill, net ........................................      1,115,042       1,185,964
Other assets .........................................        373,216         628,668
                                                         ----------------------------
      Total assets ...................................   $115,156,324    $115,422,438
                                                         ============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits:
      Noninterest-bearing ............................   $  4,067,903    $  4,145,248
      Interest -bearing ..............................     71,716,234      69,151,849
                                                         ----------------------------
      Total deposits .................................     75,784,137      73,297,097
Borrowed funds .......................................     26,896,800      30,193,250
Advances from borrowers for taxes and insurance ......        108,678         249,683
Accrued expenses and other liabilities ...............        743,167         632,003
                                                         ----------------------------
      Total liabilities ..............................    103,532,782     104,372,033
                                                         ----------------------------

Redeemable common stock held by ESOP .................        316,082         228,947
                                                         ----------------------------
Stockholders' Equity
Common Stock:
      Common Stock ...................................          6,511           6,511
      Additional Paid-in Capital .....................      6,167,242       6,169,796
Retained Earnings ....................................      7,866,966       7,333,909
Accumulated other  comprehensive loss ................        (51,234)       (447,899)
Treasury shares (133,662 at March 31, 2001 and
  103,399 at June 30,2 000) ..........................     (2,062,905)     (1,658,017)
Deferred compensation ................................         (7,693)        (21,060)
Maximum cash obligation related to ESOP shares .......       (316,082)       (228,947)
Unearned ESOP shares .................................       (295,345)       (332,835)
                                                         ----------------------------
      Total stockholders' equity .....................     11,307,460      10,821,458
                                                         ----------------------------
      Total liabilities and stockholders' equity .....   $115,156,324    $115,422,438
                                                         ============================
<FN>
*Condensed from audited financial statements See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE>

Washington Bancorp and Subsidiaries

Unaudited Consolidated Statements of Income
<TABLE>
                                                                 Three Months Ended        Nine Months Ended
                                                                      March 31,                 March 31,
                                                               -----------------------   ------------------------
                                                                  2001         2000        2001          2000
                                                               --------------------------------------------------
<S>                                                            <C>          <C>          <C>          <C>
Interest and dividend income:
      Loans, including fees:
          First mortgage loans .............................   $1,148,803   $1,088,641   $3,476,003   $ 3,182,342
          Consumer and other loans .........................      692,559      590,747    2,066,128     1,731,538
      Investment securities:
          Taxable ..........................................      331,961      377,899    1,059,100     1,056,180
          Nontaxable .......................................       15,534       19,583       48,507        50,652
      Federal Home Loan Bank stock .........................       15,039       20,843       74,660        52,391
                                                               --------------------------------------------------
                Total interest income ......................    2,203,896    2,097,713    6,724,398     6,073,103
                                                               --------------------------------------------------
Interest expense:
      Deposits .............................................      876,442       814,716   2,612,652     2,499,256
      Borrowed funds .......................................      413,743       378,005   1,409,430       921,810
                                                               --------------------------------------------------
                Total interest expense .....................    1,290,185     1,192,721   4,022,082     3,421,066
                                                               --------------------------------------------------
                Net interest income ........................      913,711       904,992   2,702,316     2,652,037
Provision for loan losses ..................................       37,500        31,000     101,500        70,500
                                                                -------------------------------------------------
                Net interest income after provision
                     for loan losses .......................      876,211       873,992   2,600,816     2,581,537
                                                                -------------------------------------------------
Noninterest income:
      Gains on investment securities .......................       14,614            --      14,614            --
      Service charges and fees .............................      121,426        92,419     347,883       281,353
      Insurance commissions ................................       28,161        26,546      55,405        52,596
      Investment commissions ...............................       10,308        12,205      27,613        18,621
      Other ................................................          744           478      27,793        23,682
                                                                -------------------------------------------------
                Total noninterest income ...................      175,253       131,648     473,308       376,252
                                                                -------------------------------------------------
Noninterest expense:
      Compensation and benefits ............................      343,179       285,644     947,782       869,883
      Occupancy and equipment ..............................       62,475        55,172     214,714       167,331
      FDIC deposit insurance premium .......................        8,986        15,638      28,953        46,144
      Data processing ......................................       33,699        27,723      83,774        76,018
      Goodwill amortization ................................       23,640        23,640      70,921        70,921
      Other ................................................      146,806       136,346     432,158       437,639
                                                                -------------------------------------------------
                Total noninterest expense ..................      618,785       544,163   1,778,302     1,667,936
                                                                -------------------------------------------------
                Income before taxes ........................      432,679       461,477   1,295,822     1,289,853
Income tax expense .........................................      150,871       176,199     510,607       503,299
                                                               --------------------------------------------------
                Net income .................................   $  281,808   $  285,278   $  785,215   $   786,554
                                                               ==================================================
Earnings per common share
      Basic ................................................   $     0.58   $     0.53   $     1.58   $      1.42
      Diluted ..............................................   $     0.57   $     0.52   $     1.56   $      1.39
Dividends per common share .................................   $       --   $       --   $     0.50   $      0.12
Weighted average common shares for:
      Basic earnings per share .............................      484,780      541,763      497,822       554,715
      Diluted earnings per share ...........................      492,953      548,549      504,835       536,894
</TABLE>
See Notes to Financial Statements
<PAGE>

Washington Bancorp and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income
<TABLE>
                                                                     Three Months Ended        Nine Months Ended
                                                                         March 31,                   March 31,
                                                                  ------------------------    -----------------------
                                                                     2001          2000          2001        2000
                                                                  ---------------------------------------------------
<S>                                                               <C>           <C>           <C>          <C>
Net income ....................................................   $  281,808    $  285,278    $  785,215   $  786,554
Other comprehensive income(loss),
     Unrealized holding gains (losses) arising during
          the period, net of income taxes .....................      224,043       (48,398)      405,580     (263,898)
     Reclassification adjustment for net (gains)
          included in net income, net of income taxes .........       (8,915)           --        (8,915)          --
                                                                  ---------------------------------------------------
Other comprehensive income (loss) .............................      215,128       (48,398)      396,665     (263,898)
                                                                  ---------------------------------------------------
               Comprehensive income ...........................   $  496,936    $  236,880    $1,181,880   $  522,656
                                                                  ===================================================
</TABLE>
See Notes to Financial Statements
<PAGE>

Washington Bancorp and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2001 and 2000
<TABLE>
                                                                                       2001             2000
                                                                                   ------------------------------
<S>                                                                                <C>              <C>
Cash Flows from Operating Activities
      Net income ...............................................................   $     785,215    $     786,554
      Adjustments to reconcile net income to net cash provided by
          operating activities:
          Amortization of premiums and discounts on debt securities ............          39,906           24,190
          Amortization of goodwill .............................................          70,921           70,921
          Provision for loan losses ............................................         101,500           70,500
          (Gain) on sale of investment securities ..............................         (14,614)              --
          (Gain) loss on sale of foreclosed real estate ........................          21,387           (7,606)
          Depreciation .........................................................          67,284           68,498
          Compensation under stock awards ......................................           8,428           22,615
          ESOP contribution expense ............................................          51,560           47,909
          Deferred income tax ..................................................              --           14,000
          (Increase) decrease in accrued interest receivable ...................         180,566          (50,198)
          Decrease in other assets .............................................           1,846           52,713
          Increase accrued expenses and other liabilities ......................         111,164          149,648
                                                                                   ------------------------------
                   Net cash provided by operating activities ...................       1,425,163        1,249,744
                                                                                   ------------------------------
Cash Flows from Investing Activities
      Held-to-maturity securities:
          Purchases ............................................................      (5,105,000)        (215,000)
      Available-for-sale securities:
          Maturities and calls .................................................       9,100,000        1,350,000
          Sales ................................................................       3,014,614               --
          Purchases ............................................................      (5,015,000)      (4,900,000)
      Federal funds sold, net ..................................................        (740,000)       1,340,000
      Purchase of Federal Home Loan Bank stock .................................         (26,600)        (630,150)
      Loans made to customers, net .............................................        (861,720)      (8,499,558)
      Sale of premises and equipment ...........................................              --           17,578
      Purchase of premises and equipment .......................................        (180,551)         (43,627)
                                                                                    -----------------------------
                   Net cash provided by (used in) investing activities .........         185,743      (11,580,757)
                                                                                    -----------------------------

Cash Flows from Financing Activities
      Net increase (decrease) in deposits ......................................       2,487,040       (2,080,269)
      Proceeds from Federal Home Loan Bank advances ............................     276,750,000      304,400,000
      Principal payments on Federal Home Loan Bank advances ....................    (280,046,450)    (291,195,810)
      Net (decrease) in advances from borrowers for taxes and insurance ........        (141,005)        (111,886)
      Acquisition of common stock for the treasury .............................        (465,894)        (481,860)
      Issuance of treasury stock upon exercise of stock options ................          49,320               --
      Dividends paid ...........................................................        (252,158)         (67,197)
                                                                                    -----------------------------
        Net cash provided by (used in) financing activities ....................      (1,619,147)      10,462,978
                                                                                    -----------------------------

        Net increase in cash and cash equivalents ..............................          (8,241)         131,965
Cash and cash equivalents:
      Beginning ................................................................       2,849,385        2,557,430
                                                                                   ------------------------------
      Ending ...................................................................   $   2,841,144    $   2,689,395
                                                                                   ==============================
</TABLE>
<PAGE>


Washington Bancorp and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2001 and 2000


                                                            2001        2000
                                                         -----------------------
Supplemental Disclosures of Cash Flow Information
      Cash payments for:
          Interest paid to depositors ................   $2,060,379   $2,105,351
          Interest paid on other obligations .........   $1,409,195   $  909,495
          Income taxes, net of refunds ...............   $  527,800   $  313,780

Supplemental Schedule of Noncash Investing and
      Financing Activities

      Transfers from loans to foreclosed real estate .   $  401,636   $  114,811
      Contract sales of foreclosed real estate .......   $  478,350   $   75,250

See Notes to Financial Statements.
<PAGE>

Washington Bancorp and Subsidiaries
Notes to Financial Statements

Principles of consolidation.  The accompanying consolidated financial statements
include  the  accounts  of  Washington   Bancorp,   Washington  Federal  Savings
Bank("Washington  Federal"), WFSB's wholly-owned subsidiary Washington Financial
Services,  Inc.,  which is a discount  brokerage firm, and Rubio Savings Bank of
Brighton,  Iowa ("Rubio Savings Bank" ). All significant  intercompany  balances
and transactions have been eliminated in consolidation.

Basis of presentation.  Interim Financial Information (unaudited): The financial
statements  and notes related  thereto for the nine month period ended March 31,
2001, are unaudited,  but in the opinion of management  include all adjustments,
consisting  only  of  normal  recurring   adjustments,   necessary  for  a  fair
presentation of the financial position and results of operations.  The operating
results for the interim  periods are not indicative of the operating  results to
be expected for a full year or for other interim  periods.  Not all  disclosures
required by generally accepted  accounting  principles  necessary for a complete
presentation  have been  included.  It is  recommended  that these  consolidated
condensed financial  statements be read in conjunction with the Annual Report on
Form  10-KSB for the year ended June 30,  2000 and all  related  amendments  and
exhibits  (including all financial  statements and notes therein),  filed by the
Company with the Securities and Exchange Commission.

Goodwill.  Goodwill  resulting  from the Company's  acquisition of Rubio Savings
Bank is being amortized by the straight-line  method over 15 years.  Goodwill is
periodically  reviewed  for  impairment  based  upon  an  assessment  of  future
operations to ensure that it is appropriately valued.

Foreclosed real estate. Real estate properties acquired through loan foreclosure
are initially recorded at the lower of cost or fair value less estimated selling
expenses  at  the  date  of  foreclosure.  Costs  relating  to  development  and
improvement  of property  are  capitalized,  whereas  costs  relating to holding
property are expensed.

Redeemable  common stock held by ESOP.  The  Company's  maximum cash  obligation
related to these shares is classified outside  stockholders'  equity because the
shares are not  readily  traded and could be put to the  Company  for cash.  The
maximum cash obligation represents the approximate market value of the allocated
ESOP shares at the end of the reporting period.

Regulatory capital  requirements.  Pursuant to the Financial Information Reform,
Recovery and Enforcement Act of 1989 ("FIRREA"),  savings institutions must meet
three  separate  minimum  capital-to-asset  requirements.  The  following  table
summarizes,  as of March 31, 2001 the capital requirements of Washington Federal
under  FIRREA and its actual  capital  ratios.  As of March 31, 2001  Washington
Federal exceeded all current regulatory capital requirement standards.

                                                          At March 31, 2001
                                                        ----------------------
                                                         Amount        Percent
                                                        ----------------------
                                                        (Dollars in thousands)

Tangible Capital:
         Capital Level .......................           $7,790          8.42%
         Requirement .........................            1,388          1.50%
                                                         ---------------------
         Excess ..............................           $6,402          6.92%
                                                         =====================

Core Capital:
         Capital Level .......................           $7,790          8.42%
         Requirement .........................            3,700          4.00%
                                                         ---------------------
         Excess ..............................           $4,090          4.42%
                                                         =====================

Risk-Based Capital:
         Capital Level .......................           $8,244         13.10%
         Requirement .........................            5,035          8.00%
                                                         ---------------------
         Excess ..............................           $3,209          5.10%
                                                         =====================
<PAGE>

The following table summarizes the capital requirements of Rubio Savings Bank of
Brighton.  As of March 31, 2001 Rubio  exceeded all current  regulatory  capital
requirement standards.

                                                            At March 31, 2001
                                                          ----------------------
                                                          Amount         Percent
                                                          ----------------------
                                                          (Dollars in thousands)

Tier 1 or Leverage Capital:
         Capital Level .........................          $2,580          11.59%
         Requirement ...........................             668           3.00%
                                                          ----------------------
         Excess ................................          $1,912           8.59%
                                                          ======================

Tier 1 Risk-based Capital:
         Capital Level .........................          $2,580          17.75%
         Requirement ...........................             581           4.00%
                                                          ----------------------
         Excess ................................          $1,999          13.75%
                                                          ======================

Risk-Based Capital:
         Capital Level .........................          $2,762          19.01%
         Requirement ...........................           1,163           8.00%
                                                          ----------------------
         Excess ................................          $1,599          11.01%
                                                          ======================

<PAGE>

Item 2.  Management's Discussion and Analysis

Forward-Looking Statements

When  used in this  Form  10-QSB  or  future  filings  by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized  executive officer,  the words or phrases "will likely
result," "are  expected  to," "will  continue,"  "is  anticipated,"  "estimate,"
"project,"   "believe"   or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  The  Company  wishes to caution  readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made, and to advise readers that various factors, including regional
and national  economic  conditions , changes in levels of market interest rates,
credit risks of lending  activities,  and  competitive  and regulatory  factors,
could affect the Company's  financial  performance and could cause the Company's
actual results for future periods to differ materially from those anticipated or
projected.

The Company does not undertake,  and specifically disclaims any obligations,  to
revise any  forward-looking  statements to reflect the occurrence of anticipated
or unanticipated events or circumstances after the date of such statements.

General

Washington Bancorp is an Iowa corporation which was organized in October 1995 by
Washington  Federal  Savings Bank for the purpose of becoming a savings and loan
holding  company.  Washington  Federal is a  federally  chartered  savings  bank
headquartered  in Washington,  Iowa.  Originally  chartered in 1934,  Washington
Federal converted to a federal savings bank in 1994. Its deposits are insured up
to the applicable limits by the Federal Deposit Insurance Corporation ("FDIC").

In March 1996,  Washington  Federal  converted to the stock form of organization
through the sale and issuance of its common  stock to the  Company.  On June 24,
1997,  Washington  entered into a merger agreement to acquire Rubio Savings Bank
of  Brighton,  Iowa.  Rubio  Savings  Bank is held as a separate  subsidiary  of
Washington  Bancorp.  In January 1998,  Washington Bancorp became a bank holding
company  upon the  completion  of its  acquisition  of Rubio  Savings  Bank.  In
December  1998,  Washington  Federal  opened a branch  office,  Wellman  Federal
Savings, in Wellman, Iowa. In September 2000, Washington Federal opened a branch
office,  Richland  Federal Savings,  in Richland,  Iowa. The principal assets of
Washington Bancorp are Washington Federal and Rubio Savings Bank  (collectively,
the "Banks").  Washington  Bancorp presently has no separate  operations and its
business  consists  primarily of the business of the Banks.  All  references  to
Washington  Bancorp,  unless  otherwise  indicated  at or before March 11, 1996,
refer to Washington Federal.

Washington  Bancorp is investigating the possibility of de-registering  with the
SEC in an effort to reduce  expenses.  De-registering  will result in de-listing
with  Nasdaq  and  reduce  the  expenses   associated  with  the  SEC  reporting
requirements. In order to de-register,  Washington Bancorp must first have fewer
than 300 record holders.  Washington Bancorp's shares trade infrequently and are
widely held in the local area of Washington, Iowa. Therefore the negative impact
for the liquidity of the shares is expected to be minimal.

Washington Federal attracts deposits from the general public in its local market
area  and  uses  such  deposits  primarily  to  invest  in one-  to  four-family
residential  loans  secured by owner  occupied  properties  and  non-residential
properties, as well as construction loans on such properties. Washington Federal
also invests in United States treasury securities,  mortgage-backed  securities,
federal agency bonds,  corporate bonds,  agricultural  loans,  commercial loans,
consumer loans, and automobile loans.

Rubio attracts deposits from the general public in its local market area and the
businesses in the Brighton area. The deposits are primarily  invested in federal
agency bonds,  agricultural  operating loans,  commercial  loans,  one- to- four
family  residential  real estate loans,  and farm real estate loans.  Rubio also
invests in United  States  treasury  securities,  commercial  real estate loans,
automobile loans and consumer loans.

The  executive  office  of the  Company  is  located  at 102 East  Main  Street,
Washington, Iowa 52353, telephone (319)653-7256.
<PAGE>

Financial Condition

Total assets.  Total consolidated  assets decreased $266,000 from $115.4 million
at June 30, 2000 to $115.1 million at March 31, 2001. The decrease was primarily
due to a $1,370,000  decrease in investment  securities,  a $255,000 decrease in
other assets,  a $181,000  decrease in accrued  interest  receivable,  a $98,000
decrease in  foreclosed  real estate,  a $71,000  decrease in  goodwill,  and an
$8,000  decrease  in cash,  partially  offset by an  $837,000  increase in loans
receivable,  a $740,000  increase in federal funds sold, a $113,000  increase in
premises and equipment, and a $27,000 increase in Federal Home Loan Bank stock.

Loans receivable. Loans receivable increased $837,000 from $84.0 million at June
30, 2000 to $84.8  million at March 31, 2001.  This increase is primarily due to
increased loan demand in the Company's market area. The Company's non-performing
assets were  $664,000 or 0.58% of total  assets at March 31, 2001 as compared to
$648,000 or 0.57% of total assets at June 30, 2000.

Investment  securities.  Investment securities decreased $1.4 million from $22.4
million at June 30, 2000 to $21.0 million at March 31, 2001 primarily due to the
call of $8.4 million, the maturity of $750,000, the sale of $3.0 million and the
net amortization of premiums paid for the securities of $40,000 partially offset
by the  purchase of $10.1  million  and an  increase in the market  value of the
portfolio of $650,000.  The  portfolio of  available-  for- sale  securities  is
comprised primarily of investment  securities carrying fixed interest rates. The
aggregate  fair value of these  securities was less on March 31, 2001 than their
carrying value.

Deposits. Deposits increased $2.5 million from $73.3 million at June 30, 2000 to
$75.8 million at March 31, 2001. Transaction and savings deposits decreased as a
percentage  of total  deposits  from $26.6  million or 36.3% at June 30, 2000 to
$26.9 million or 35.5% at March 31, 2001. Certificates of deposit increased as a
percentage  of total  deposits  from $46.7  million or 63.7% at June 30, 2000 to
$48.9 million or 64.5% at March 31, 2001.

Total stockholders'  equity.  Total stockholders' equity increased $486,000 from
$10.8 million at June 30, 2000 to $11.3 million at March 31, 2001.  The increase
is primarily due to net income of $785,000, the change in net unrealized loss in
the available for sale securities of $397,000,  the allocation of ESOP shares of
$52,000,  the  exercise of stock  options of $49,000,  and the  amortization  of
deferred  compensation of $8,000,  partially  offset by $466,000 in payments for
the  repurchase of 34,208 shares of the  Company's  common stock,  the dividends
paid to shareholders of $252,000,  and the change in the maximum cash obligation
on allocated ESOP shares of $87,000.

Results of  Operations  - Three  Months  Ended March 31, 2001 As Compared To The
Three Months Ended March 31, 2000

Performance  summary.  Net earnings  decreased  $3,000 to $282,000 for the three
months  ended March 31, 2001 from  $285,000 for the three months ended March 31,
2000.  The  decrease is  primarily  due to an  increase  in interest  expense of
$97,000,  an increase  in  noninterest  expense of  $75,000,  and an increase in
provision for loan loss of $7,000,  partially  offset by an increase in interest
income of $106,000, an increase in noninterest income of $44,000, and a decrease
in income tax expense of $25,000.  For the three months ended March 31, 2001 the
annualized  return on average  assets was 0.98%  compared to 1.03% for the three
months ended March 31, 2000,  while the annualized  return on average equity was
10.44% for the three  months  ended  March 31,  2001  compared to 10.62% for the
three months ended March 31, 2000.

Net interest  income.  Net interest income  increased $9,000 to $914,000 for the
three months ended March 31, 2001 from $905,000 for the three months ended March
31, 2000.  The increase is primarily due to the increase of $106,000 in interest
income to $2.2  million  for the three  months  ended  March 31,  2001 from $2.1
million  for the three  months  ended  March 31,  2000  offset by an increase in
interest expense of $97,000 to $1.3 million for the three months ended March 31,
2001 from $1.2 million for the three months ended March 31, 2000.

For the three months ended March 31, 2001, the average yield on interest-earning
assets was 7.97%  compared to 7.94% for the three  months  ended March 31, 2000.
The average cost of interest-bearing  liabilities was 5.22% for the three months
ended March 31,  2001  compared  to 4.97% for the three  months  ended March 31,
2000. The average balance of interest  earning assets  increased $4.6 million to
$110.6 million for the three months ended March 31, 2001 from $106.0 million for
the three  months ended March 31,  2000.  During this same  period,  the average
balance of interest-bearing  liabilities increased $2.6 million to $98.9 million
for the three  months  ended  March 31,  2001 from $96.3  million  for the three
months ended March 31, 2000.
<PAGE>

Due to the increase in the average  cost of interest  bearing  liabilities,  the
average interest rate spread was 2.76% for the three months ended March 31, 2001
compared to 2.97% for the three  months  ended March 31,  2000.  The average net
interest  margin was 3.31% for the three months ended March 31, 2001 compared to
3.42% for the three months ended March 31, 2000.

Provision for loan loss. Provision for loan loss increased $7,000 to $38,000 for
the three  months  ended March 31, 2001 from  $31,000 for the three months ended
March 31, 2000.  The primary  reason for the increase in the  provision  was the
increased  size of the loan  portfolio.  The Company's  loan  portfolio  remains
primarily  residential  mortgage  loans and has  experienced a minimal amount of
charge-offs in the past three years.  The allowance for loan losses was $664,000
or 0.78% of loans  receivable,  net at March 31,  2001  compared  to $503,000 or
0.62% of loans receivable, net at March 31, 2000. The allowance for loan loss as
a percentage of non-performing assets was 101.53% at March 31, 2001, compared to
62.14% at March 31, 2000.

Noninterest  income.  Noninterest  income increased  $43,000 to $175,000 for the
three months ended March 31, 2001 from $132,000 for the three months ended March
31, 2000. The increase is primarily due an increase in service  charges and fees
of $29,000 and an increase in gains on security investments of $14,000.

Service charges and fees increased primarily due to an increase in loan fees and
charges  resulting from mortgage loans  refinancing  into secondary  market loan
products,  an increase in overdraft fee income, income from a new check printing
service,  and an  increase  in safe  deposit  box fees.  The  gains on  security
investments was due to the sale of two United States Treasury Notes.

Noninterest  expense.  Noninterest expense increased $75,000 to $619,000 for the
three months ended March 31, 2001 from $544,000 for the three months ended March
31, 2000.  The increase is primarily due to a $58,000  increase in  compensation
and benefits, a $10,000 increase in other noninterest expense, a $7,000 increase
in occupancy and equipment,  and a $6,000 increase in data processing  partially
offset by a $6,000 decrease in FDIC insurance premium.

Compensation  and benefits  increased  primarily due to the increase in salaries
and benefits due to regular salary  adjustments  offset by a decrease in cost of
retirement  benefits due the consolidation of plans.  Other noninterest  expense
increased primarily due to costs associated with new check printing services, an
increase in costs  associated with the disposition of real estate owned,  and an
increase in postage expenses. Occupancy and equipment increased primarily due to
the costs  associated with opening the Richland,  Iowa branch in September 2000.
Data processing  increased primarily due to an increase in the usage of services
offered by the main data processing provider.  FDIC insurance premiums decreased
primarily due to the decrease in Washington Federal's regulatory premium rate.

Results of Operations - Nine months Ended March 31, 2001 As Compared To The Nine
Months Ended March 31, 2000

Performance summary. Net income decreased $1,000 to $785,000 for the nine months
ended March 31, 2001 from $786,000 for the nine months ended March 31, 2000. The
decrease is primarily due to an increase in noninterest expense of $110,000,  an
increase in the provision for loan loss of $31,000 and an increase in income tax
expense of $7,000,  partially  offset by an  increase in  noninterest  income of
$53,000,  and an increase in net interest income of $50,000. For the nine months
ended  March 31,  2001,  the  annualized  return on average  assets was 0.90% as
compared  to 0.97% for the nine  months  ended March 31,  2000.  The  annualized
return on average  equity was 9.63% for the nine months ended March 31, 2001, as
compared to 9.74% for the nine months ended March 31, 2000.

Net interest income.  Net interest income increased  $50,000 to $2.7 million for
the nine months ended March 31, 2001 from $2.7 million for the nine months ended
March 31, 2000.  The  increase is  primarily  due to the increase of $651,000 in
interest  income to $6.7  million for the nine months  ended March 31, 2001 from
$6.1  million for the nine  months  ended March 31,  2000,  which was  partially
offset by an increase in  interest  expense of $601,000 to $4.0  million for the
nine months  ended March 31,  2001 from $3.4  million for the nine months  ended
March 31, 2000.

For the nine months ended March 31, 2001, the average yield on  interest-earning
assets was 8.09% compared to 7.89% for the nine months ended March 31, 2000. The
average cost of interest-bearing liabilities was 5.36% for the nine months ended
March 31, 2001  compared to 4.90% for the nine months ended March 31, 2000.  The
average  balance of  interest-earning  assets  increased  $8.3 million to $110.8
million  for the nine months  ended  March 31, 2001 from $102.5  million for the
nine months ended March 31, 2000.  During this same period,  the average balance
of interest-bearing liabilities increased $7.1 million to $100.0 million for the
nine months  ended March 31, 2001 from $92.9  million for the nine months  ended
March 31, 2000.
<PAGE>

The average  interest  rate spread was 2.73% for the nine months ended March 31,
2001 compared to 2.99% for the nine months ended March 31, 2000. The average net
interest  margin was 3.25% for the nine months ended March 31, 2001  compared to
3.44% for the nine months ended March 31, 2000.

Provision for loan loss.  Provision for loan loss increased  $31,000 to $101,000
for the nine months  ended March 31, 2001 from $70,000 for the nine months ended
March 31, 2000.  The primary  reason for the increase in the  provision  was the
increased  size of the  loan  portfolio,  particularly  in  nonresidential  real
estate, commercial, and agriculture loans which are considered to carry a higher
risk of default than  residential  loans.  Despite this increase,  the Company's
loan portfolio remains primarily  residential mortgage loans and has experienced
a minimal amount of charge-offs in the past three years.  The allowance for loan
losses was $664,000 or 0.78% of loans receivable, net at March 31, 2001 compared
to $503,000 or 0.62% of loans  receivable,  net at March 31, 2000. The allowance
for loan loss as a percentage of non-performing  assets was 101.53% at March 31,
2001, compared to 62.14% at March 31, 2000.

Noninterest  income.  Noninterest  income increased  $97,000 to $473,000 for the
nine months  ended March 31, 2001 from  $376,000 for the nine months ended March
31, 2000.  The increase is primarily due to an increase in bank service  charges
and  fees of  $67,000,  an  increase  in  gains  from  the  sale  of  investment
securities,  an increase in investment  commission income of $9,000, an increase
in other noninterest income of $4,000, and an increase in insurance  commissions
of $3,000.

Bank  service  charges  and  fees  increased  primarily  due to an  increase  in
overdraft fee income as a result of a fee increase, loan fee income, income from
new check printing service and continued efforts to restructure  deposit account
fee schedules.  Gains on security  investments was due to the sale of two United
States Treasury Notes.  Investment  commission income increased primarily due to
an  increase  in sales of mutual  funds,  annuities,  and other  investments  to
individuals.  Other fee income increased  primarily due to an increase in rental
income on real estate property. Insurance commissions increased primarily due to
the fluctuations in the volume of sales of credit life and disability products.

Noninterest expense.  Noninterest expense increased $110,000 to $1.8 million for
the nine months ended March 31, 2001 from $1.7 million for the nine months ended
March  31,  2000.  The  increase  is  primarily  due to a  $78,000  increase  in
compensation and benefits, a $47,000 increase in occupancy and equipment, and an
$8,000 increase in data  processing,  partially  offset by a $17,000 decrease in
FDIC insurance premium and a $5,000 decrease in other noninterest expense.

Compensation  and  benefits  increased  primarily  due  to  the  regular  salary
adjustments and an increase in staff.  Occupancy and equipment expense increased
primarily  due to the cost of opening the  Richland,  Iowa  branch in  September
2000.  FDIC  insurance  premiums  decreased  primarily  due to the  decrease  in
Washington Federal's regulatory premium rate.

Liquidity  and  capital  resources.  The Banks'  principal  sources of funds are
deposits,  amortization  and prepayment of loan principal,  borrowings,  and the
sale and maturity of investment securities.  While scheduled loan repayments and
maturing  investments are relatively  predictable,  deposit flows and early loan
repayments are more influenced by interest rates,  general economic  conditions,
and  competition.  The Banks  generally  manage the  pricing of the  deposits to
maintain a steady deposit balance,  but has from time to time decided not to pay
deposit rates that are as high as those of the competition,  and when necessary,
to supplement deposits with alternative sources of funds.

Federal  regulations  historically have required  Washington Federal to maintain
minimum levels of liquid assets. The required percentage has varied from time to
time based upon economic conditions and savings flows and is currently 4% of net
withdrawable  savings deposits and borrowings payable upon demand or in one year
or less during the proceeding  calendar month.  Liquid assets for the purpose of
this ratio include cash,  certain time  deposits,  U.S.  Government,  government
agency,  and  corporate  securities  and  other  obligations   generally  having
remaining   maturities  of  less  than  five  years.   Washington   Federal  has
historically  maintained  its  liquidity  ratio at  levels  in  excess  of those
required.  At March 31,  2001,  the  Washington  Federal's  liquidity  ratio was
12.71%.

Liquidity management is both a daily and long-term responsibility of management.
The Banks  adjust their  investments  in liquid  assets based upon  management's
assessment  of (i) expected  loan demand,  (ii) expected  deposit  flows,  (iii)
yields  available on  interest-bearing  deposits,  and (iv) the objective of its
asset/liability  management  program.  Excess liquidity is invested generally in
interest-bearing  overnight deposits and other short-term  government and agency
obligations.  If the Banks  require  funds beyond their ability to generate them
internally,  they have additional borrowing capacity with the FHLB of Des Moines
and collateral eligible for reverse repurchase agreements.

The Banks  anticipate  that they will have  sufficient  funds  available to meet
current loan commitments.  At March 31, 2001, Washington Federal had outstanding
commitments  to extend  credit which  amounted to $2.5 million and Rubio Savings
Bank had outstanding commitments to extend credit which amounted to $870,000.

<PAGE>

Part II - Other Information

Item 1.  Legal Proceedings.

         None

Item 2.  Changes in Securities and use of proceeds.

         None

Item 3.  Defaults Upon Senior Securities.

         None

Item 4.  Submission of Matters to a Vote of Security Holders.

         None

Item 5.  Other Information.

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)     Exhibits (listed by numbers corresponding to
                 the Exhibit Table of Item 601 on Regulation S-B)

                 11       Computation of Earnings Per Common Share

         (b)     Reports on Form 8-K

                 No reports in Form 8-K have been filed  during the quarter for
                 which this report was filed.

<PAGE>

                                   Signatures

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                               Washington Bancorp
                                  (Registrant)

Date  May 10, 2001                             /s/ Stan Carlson
      ------------                             -------------------------------
                                               Stan Carlson, President and Chief
                                               Executive Officer

Date  May 10, 2001                             /s/ Leisha A. Linge
      ------------                             -------------------
                                               Leisha A. Linge, Executive Vice
                                               President