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, 2002
                                       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 504,832 shares outstanding as of May 13, 2002

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

                                       1
<PAGE>



                                      INDEX

Part I.  Financial Information

         Item 1.  Consolidated Financial Statements

                  Consolidated Statements of Financial Condition
                  at March 31, 2002 (unaudited) and June 30, 2001

                  Unaudited Consolidated Statements of Income for the
                  three months and nine months ended March 31, 2002
                  and 2001

                  Unaudited Consolidated Statements of  Comprehensive
                  Income for the three months and nine months ended
                  March 31, 2002 and 2001

                  Unaudited Consolidated Statements of Cash Flows
                  for the nine months ended March 31, 2002 and 2001

                  Notes to Financial Statements

         Item 2.  Management's Discussion and Analysis

Part II. Other Information

         Items 1 through 6

         Signatures

         Exhibits

                                       2
<PAGE>

Part 1.  Financial Information
Item 1.  Consolidated Financial Statements

Washington Bancorp and Subsidiaries

Consolidated Statements of Financial Condition
<TABLE>
                                                         March 31,         June 30,
                                                          2002              2001 *
                                                      ------------------------------
<S>                                                   <C>              <C>
ASSETS                                                  (unaudited)
---------------------------------------------------
Cash and cash equivalents:
  Interest-bearing ................................    $  1,942,216     $  2,462,282
  Noninterest-bearing .............................       1,013,032          679,041
Investment securities:
  Held to maturity ................................       1,150,105        1,142,599
  Available-for-sale ..............................      14,217,251       22,090,836
Federal funds sold ................................      10,469,000        3,350,000
Loans receivable,  net of allowance  for loan
  losses $802,534 at March 31, 2002 and $607,833
  at June 30, 2001 ................................      83,444,940       84,095,349
Accrued interest receivable .......................       1,258,915        1,517,702
Federal Home Loan Bank stock ......................       1,757,400        1,756,200
Foreclosed real estate ............................         192,001          145,949
Premises and equipment, net .......................       1,261,286          986,635
Goodwill ..........................................       1,091,402        1,091,402
Other assets ......................................         333,420          373,855
                                                       -----------------------------
           Total assets ...........................    $118,130,968     $119,691,850
                                                       =============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
  Deposits:
    Noninterest-bearing ...........................    $  4,408,105     $  4,107,003
    Interest-bearing ..............................      75,593,934       68,797,275
                                                       -----------------------------
           Total deposits .........................      80,002,039       72,904,278
Federal funds purchased ...........................             - -        1,500,000
Borrowed funds ....................................      24,966,504       32,334,794
Advances from borrowers for taxes and insurance ...         137,217          244,377
Accrued expenses and other liabilities ............         690,114          754,975
                                                       -----------------------------
           Total liabilities ......................     105,795,874      107,738,424
                                                       -----------------------------

Redeemable common stock held by ESOP ..............         459,187          336,980
                                                       -----------------------------
Stockholders' Equity
  Common Stock:
    Common Stock ..................................           6,511            6,511
    Additional Paid-in Capital ....................       6,167,602        6,175,332
  Retained Earnings ...............................       8,765,148        8,175,145
  Accumulated other  comprehensive  gain (loss) ...         (57,435)         (29,669)
  Cost of common shares acquired for the treasury .      (2,282,239)      (2,070,600)
  Deferred  compensation ..........................         (22,781)         (21,093)
  Maximum cash obligation related to ESOP shares ..        (459,187)        (336,980)
  Unearned ESOP shares ............................        (241,712)        (282,200)
                                                       -----------------------------
      Total stockholders' equity ..................      11,875,907       11,616,446
                                                       -----------------------------
      Total liabilities and stockholders' equity ..    $118,130,968     $119,691,850
                                                       =============================
<FN>
*Condensed from audited financial statements
</FN>
</TABLE>
See Notes to Financial Statements.

                                       3
<PAGE>

Washington Bancorp and Subsidiaries

Unaudited Consolidated Statements of Income
<TABLE>
                                                            Three Months Ended        Nine Months Ended
                                                                  March 31,                 March 31,
                                                          -------------------------------------------------
                                                              2002         2001         2002        2001
                                                          -------------------------------------------------
<S>                                                        <C>          <C>          <C>          <C>
Interest and dividend income:
  Loans, including fees:
    First mortgage loans ...............................   $1,035,648   $1,148,803   $3,269,292   $3,476,003
    Consumer and other loans ...........................      697,446      692,559    2,198,189    2,066,128
  Investment securities:
    Taxable ............................................      132,532      331,961      735,289    1,059,100
     Nontaxable ........................................       19,785       15,534       60,285       48,507
  Federal Home Loan Bank stock .........................       12,445       15,039       48,028       74,660
                                                           -------------------------------------------------
                Total interest income ..................    1,897,856    2,203,896    6,311,083    6,724,398
                                                           -------------------------------------------------
Interest expense:
  Deposits .............................................      702,288      876,442    2,306,961    2,612,652
  Borrowed funds .......................................      349,296      413,743    1,175,507    1,409,430
                                                           -------------------------------------------------
                Total interest expense .................    1,051,584    1,290,185    3,482,468    4,022,082
                                                           -------------------------------------------------

                Net interest income ....................      846,272      913,711    2,828,615    2,702,316
Provision for loan losses ..............................       97,500       37,500      255,000      101,500
                                                           -------------------------------------------------
                Net interest income after provision
                for loan losses .......................       748,772      876,211    2,573,615    2,600,816
                                                           -------------------------------------------------

Noninterest income:
  Security gains .......................................          - -       14,614       84,639       14,614
  Service charges and fees .............................      139,985      121,426      418,835      347,883
  Insurance commissions ................................       11,684       28,161       45,331       55,405
  Investment commissions ...............................        8,640       10,308       30,596       27,613
  Other ................................................       16,148          744       36,248       27,793
                                                           -------------------------------------------------
                Total noninterest income ...............      176,457      175,253      615,649      473,308
                                                           -------------------------------------------------
Noninterest expense:
  Compensation and benefits ............................      371,871      343,179    1,136,399      947,782
  Occupancy and equipment ..............................       64,216       62,475      193,597      214,714
  FDIC deposit insurance premium .......................       11,061        8,986       28,916       28,953
  Data processing ......................................       42,449       33,699      103,705       83,774
  Goodwill amortization ................................          - -       23,640          - -       70,921
  Other ................................................      131,422      146,806      479,603      432,158
                                                           -------------------------------------------------
                Total noninterest expense ..............      621,019      618,785    1,942,220    1,778,302
                                                           -------------------------------------------------
                Income before income taxes .............      304,210      432,679    1,247,044    1,295,822
Income tax expense .....................................       98,796      150,871      413,959      510,607
                                                           -------------------------------------------------
                Net income .............................   $  205,414   $  281,808   $  833,085   $  785,215
                                                           =================================================

Earnings per common share
  Basic ................................................   $     0.43   $     0.58   $     1.71   $     1.58
  Diluted ..............................................   $     0.41   $     0.57   $     1.66   $     1.56
Dividends per common share .............................   $      - -   $      - -   $     0.50   $     0.50
Weighted average common shares for:
  Basic earnings per share .............................      483,068      484,780      488,303      497,822
  Diluted earnings per share ...........................      496,135      492,953      500,541      504,835
</TABLE>
See Notes to Financial Statements

                                       4
<PAGE>

Washington Bancorp and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income
<TABLE>
                                                         Three Months Ended       Nine Months Ended
                                                               March 31,               March 31,
                                                         ---------------------------------------------
                                                           2002        2001        2002        2001
                                                         ---------------------------------------------
<S>                                                      <C>         <C>         <C>        <C>
Net income ...........................................   $205,414    $281,808    $833,085   $  785,215
Other comprehensive income(loss):
  Unrealized holding gains (losses) arising during
    the period, net of income taxes ..................    (16,276)    224,043      25,302      405,580
  Reclassification adjustments for net losses (gains)
    realized in net income, net of income taxes ......        - -      (8,915)    (53,068)      (8,915)
                                                         ---------------------------------------------
        Comprehensive income .........................   $189,138    $496,936    $805,319   $1,181,880
                                                         =============================================
</TABLE>
See Notes to Financial Statements

                                       5
<PAGE>

Washington Bancorp and Subsidiaries

Unaudited Consolidated Statements of Cash Flows
Nine Months Ended March 31, 2002 and 2001
<TABLE>
                                                                                     2002            2001
                                                                                ------------------------------
<S>                                                                             <C>              <C>
Cash Flows from Operating Activities
  Net income ................................................................   $     833,085    $     785,215
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Amortization of premiums and discounts on debt securities ...............         249,460           39,906
    Amortization of goodwill ................................................             - -           70,921
    Provision for loan losses ...............................................         255,000          101,500
    (Gain) on sale of investment securities .................................         (84,639)         (14,614)
    Proceeds from loans sold ................................................       2,705,164        1,018,500
    Loans originated for sale ...............................................      (2,705,164)      (1,018,500)
    Loss on sale of foreclosed real estate ..................................           2,829           21,387
    Depreciation ............................................................          86,089           67,284
    Compensation under stock awards .........................................          22,500            8,428
    ESOP contribution expense ...............................................          73,282           51,560
    Decrease in accrued interest receivable .................................         258,788          180,566
    Decrease in other assets ................................................          42,686            1,846
    Increase(decrease) in accrued expenses and other liabilities ............         (50,437)         111,164
                                                                                ------------------------------
        Net cash provided by operating activities ...........................       1,688,643        1,425,163
                                                                                ------------------------------

Cash Flows from Investing Activities
  Held-to-maturity securities:
    Purchases ...............................................................          (7,800)      (5,105,000)
    Available-for-sale securities:
      Sales .................................................................       2,000,000        3,014,614
      Maturities and calls ..................................................      15,914,616        9,100,000
      Purchases .............................................................     (10,250,000)      (5,015,000)
    Federal funds sold, net .................................................      (7,119,000)        (740,000)
    Purchase of Federal Home Loan Bank stock ................................          (1,200)         (26,600)
      Loans made to customers, net ..........................................         346,528         (861,720)
      Purchase of premises and equipment ....................................        (360,741)        (180,551)
                                                                                ------------------------------
                   Net cash provided by investing activities ................         522,403          185,743
                                                                                ------------------------------
Cash Flows from Financing Activities
  Net increase in deposits ..................................................       7,097,761        2,487,040
  Proceeds from Federal Home Loan Bank advances .............................       4,680,000      276,750,000
  Principal payments on Federal Home Loan Bank advances .....................     (12,048,290)    (280,046,450)
  Federal funds purchased, net ..............................................      (1,500,000)             - -
  Net (decrease) in advances from borrowers for taxes
    and insurance ...........................................................        (107,161)        (141,005)
  Acquisition of common stock ...............................................        (353,412)        (465,894)
  Stock options exercised ...................................................          77,063           49,320
  Dividends paid ............................................................        (243,082)        (252,158)
                                                                                ------------------------------
                   Net cash (used in) financing activities ..................      (2,397,121)      (1,619,147)
                                                                                ------------------------------

                   (Decrease)  in  cash  and  cash  equivalents .............        (186,075)          (8,241)
Cash  and  cash equivalents:
      Beginning .............................................................       3,141,323        2,849,385
                                                                                ------------------------------
      Ending ................................................................   $   2,955,248    $   2,841,144
                                                                                ==============================
</TABLE>

                                       6
<PAGE>

Washington Bancorp and Subsidiaries

Unaudited Consolidated Statements of Cash Flows
Nine months Ended March 31, 2002 and 2001

                                                            2002         2001
                                                         -----------------------

Supplemental Disclosures of Cash Flow Information
  Cash payments for:
    Interest paid to depositors ......................   $1,962,392   $2,060,379
    Interest paid on other obligations ...............   $1,175,507   $1,409,195
    Income taxes, net of refunds .....................   $  482,815   $  527,800

Supplemental Schedule of Noncash Investing and
  Financing Activities
  Transfers from loans to foreclosed real estate .....   $  225,966   $  401,636
  Contract sales of foreclosed real estate ...........   $  177,085   $  478,350

See Notes to Financial Statements.


                                       7
<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"  ).  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 three and nine month periods ended
March 31, 2002,  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 accounting  principles generally accepted in the United
States of America 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,
2001 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 was being amortized by the  straight-line  method over 15 years.  Beginning
July 1, 2001 goodwill was no longer amortized, but will be 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. In accordance with SEC Accounting  Series
Release 268, the Company's  maximum cash  obligation  related to these shares is
classified  outside of  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. Quantitative measures established by regulation
to ensure capital adequacy require the Company and the Banks to maintain minimum
amounts  and  ratios  (set  forth in the  following  table)  of total and Tier 1
capital (as defined in the regulations) to risk-weighted assets (as defined) and
of Tier 1 capital  (as  defined)  to  average  assets (as  defined).  Management
believes,  as of March 31, 2002 and 2001, that the Company and the Banks met all
capital adequacy requirements to which they are subject.


                                       8
<PAGE>

As of March 31,  2002,  the most recent  notification  from the Federal  Deposit
Insurance  Corporation  categorized  the  Banks as well  capitalized  under  the
regulatory  framework for prompt  corrective  action.  To be categorized as well
capitalized,  an  institution  must maintain  minimum total  risk-based,  Tier 1
risk-based and Tier 1 leverage ratios as set forth in the following table. There
are no conditions or events since the notification that management believes have
changed the Banks' category. The Company's and the Banks' actual capital amounts
and ratios as of March 31, 2002 and 2001 are also presented in the table.
<TABLE>
                                                                                     Minimum To Be Well
                                                                                      Capitalized Under
                                                                    Minimum Capital   Prompt Corrective
                                                        Actual         Requirement    Action Provisions
                                                   ----------------------------------------------------
                                                   Amount    Ratio   Amount    Ratio   Amount    Ratio
                                                   -----------------------------------------------------
<S>                                                <C>       <C>     <C>       <C>      <C>      <C>
March 31, 2002
  Total capital to risk
    Weighted assets:
    Consolidated ...........................        11,876   15.40%  $6,168    8.00%      N/A       N/A
    Washington .............................         8,271   13.29%   4,980    8.00%    6,225    10.00%
    Rubio ..................................         3,683   24.85%   1,185    8.00%    1,482    10.00%

  Tier 1 capital to risk
    Weighted assets:
    Consolidated ...........................        10,842   14.06%   3,084    4.00%      N/A       N/A
    Washington .............................         8,304   13.34%   2,490    4.00%    3,735     6.00%
    Rubio ..................................         2,616   17.65%     593    4.00%      889     6.00%

  Tier 1 capital to Average assets:
    Consolidated ...........................        10,842    9.28%   4,672    4.00%      N/A       N/A
    Washington .............................         8,304    8.79%   3,781    4.00%    4,726     5.00%
    Rubio ..................................         2,616   11.33%     693    4.00%    1,l54     5.00%

March 31, 2001
  Total capital to risk
    Weighted assets:
      Consolidated .........................        11,307   14.60%   6,197    8.00%      N/A       N/A
      Washington ...........................         7,782   12.37%   5,035    8.00%    6,293    10.00%
      Rubio ................................         3,624   24.94%   1,163    8.00%    1,453    10.00%

  Tier 1 capital to risk
    Weighted assets:
    Consolidated ...........................        10,244   13.22%   3,099   4.00%       N/A       N/A
    Washington .............................         7,790   12.38%   2,517   4.00%     3,776     6.00%
    Rubio ..................................         2,580   17.75%     581   4.00%       872     6.00%

  Tier 1 capital to Average assets:
    Consolidated ...........................        10,244    8.83%   4,639   4.00%       N/A       N/A
    Washington .............................         7,790    8.42%   3,700   4.00%     4,626     5.00%
    Rubio ..................................         2,580   11.59%     668   4.00%     1,113     5.00%
</TABLE>

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.

                                       9
<PAGE>

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,  simultaneous with the completion of the conversion of Washington
Federal to the stock form of  organization  through the sale and issuance of its
common stock to the Company,  Washington  Bancorp  completed the initial  public
offering of its common stock. 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.

In November 2001, Washington Bancorp announced a voluntary odd lot
program to holders of less than 100 shares to sell their  common  shares back to
the Company for cash. The shares submitted through the program were purchased at
$19.00 per share and the transaction was not subject to commission charges.  Odd
lot holders who decided to  participate  sold all their  shares and the decision
was  irrevocable.  The program was offered to provide  shareholders of less than
100 shares an  opportunity  to realize the value of their  investment and reduce
the Company's  expense of  administering  the shares on an ongoing  basis.  Upon
completion of the transaction,  41 stockholders had tendered 1,421 shares.  As a
result,  Washington  Bancorp may be eligible to deregister its common stock. The
elimination  of  costs   associated   with   SEC-reporting   and  other  related
requirements would further reduce the expense of administering the common stock.

In January  2002,  Mr.  Dale  Torpey  accepted  the  position  of  President  of
Washington Federal.  Mr. Torpey currently serves as Chairman of the Federal Home
Loan Bank  Board in Des  Moines,  Iowa.  He serves as  Chairman  of the  Lending
Committee for the Independent Community Bankers of America (the "ICBA") and is a
member of the  Washington,  Iowa Rotary Club.  Mr.  Torpey  brings to Washington
Federal over 30 years of banking experience and will be working closely with the
Company's loan portfolio.  Mr. Stan Carlson,  the former President of Washington
Federal,  will  remain  CEO of  Washington  Federal,  President  of  Rubio,  and
President and CEO of Washington Bancorp.

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.  To meet customer
demand for long term fixed rate mortgages,  Washington  Federal has an agreement
with a third-party  mortgage  provider.  When a long-term fixed rate mortgage is
requested by the  customer,  the loan is  originated  by  Washington  Federal on
behalf of the third-party mortgage provider on an individual loan-by-loan basis.
The  third-party  mortgage  provider  funds  100% of the  loan and  retains  the
servicing rights.  Washington 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.

                                       10
<PAGE>

Financial Condition

Total  assets.  Total  consolidated  assets  decreased  $1.6 million from $119.7
million at June 30, 2001 to $118.1  million at March 31, 2002.  The decrease was
primarily due to a $7.9 million  decrease in investment  securities,  a $650,000
decrease  in  loans   receivable,   a  $259,000  decrease  in  accrued  interest
receivable,  a  $186,000  decrease  in cash and cash  equivalents  and a $40,000
decrease in other assets, partially offset by a $7.1 million increase in federal
funds  sold,  a $275,000  increase  in  premises  and  equipment,  and a $46,000
increase in foreclosed real estate.

Loans  receivable,  net.  Loans  receivable,  net decreased  $650,000 from $84.1
million at June 30, 2001 to $83.4  million at March 31, 2002.  This  decrease is
primarily  due to an increase in customer  demand for  long-term  fixed rate 1-4
family  mortgage  loans,  which are not currently  offered through the Company's
portfolio  products.  To meet this demand the Company has an arrangement  with a
third-party  loan provider,  through which $2.7 million in 1-4 family  long-term
fixed rate loans were originated in the nine months,  ended March 31, 2002. None
of these loans are retained in the Company's portfolio.

The Company's  non-performing  assets were $1.5 million or 1.25% of total assets
at March 31, 2002 as  compared to $714,000 or 0.60% of total  assets at June 30,
2001  primarily due to an increase in commercial  loans past due. The Company is
working  closely with the principals of the  businesses to restructure  debt, to
increase  future  cash  flows,  and to  reduce  levels of  inventory.  It is the
Company's policy to provide for probable losses in the Company's loan portfolio.
A  provision  for loan  losses is charged to  operations  based on  management's
evaluation  of the probable  losses that may be incurred in the  Company's  loan
portfolio.  Such evaluation,  which includes a review of all loans of which full
collectibility  of  interest  and  principal  may  not  be  reasonably  assured,
considers the Company's past loan loss  experience,  known and inherent risks in
the portfolio,  adverse  situations  that may affect the  borrower's  ability to
repay, estimated value of any underlying collateral, current experience level of
the Company's lending personnel, and current economic conditions.

The  Company's  reserve  for  loan  loss  requirement  is  calculated  by  first
evaluating  loans  for  impairment.   Loans  evaluated  for  impairment  include
borrowers with an excess of $300,000 in total  outstanding loan balances,  loans
over  ninety  days  past due,  loans  classified  by  internal  processes  or by
examiners,  loans on non-accrual  status,  and other loans that may be adversely
affected by current economic conditions. The required allowance for loan loss on
the non-homogenous  loans is established by considering either the present value
of future cash flows or the fair value of collateral  less the cost to sell such
collateral in comparison to the current loan balance.  The remainder of the loan
portfolio is  segmented  into groups with  similar  risk  characteristics.  Each
segment is assigned a loss measurement  based on historical loss ratios adjusted
for current industry and economic conditions. The loss measurement is applied to
the  current  loan  balance of each group to  establish  the  required  level of
allowance for loan losses.  At March 31, 2002, the allowance for loan losses was
$803,000  or 0.96% of loans  receivable,  net  compared  to $664,000 or 0.58% of
loans  receivable,  net at March  31,  2001.  The  allowance  for loan loss as a
percentage of  non-performing  assets was 54.37% at March 31, 2002,  compared to
98.54% at March 31, 2001.  Management  feels that the current level of allowance
for loan losses is adequate to cover probable losses.

Investment  securities.  Investment securities decreased $7.9 million from $23.2
million at June 30, 2001 to $15.4 million at March 31, 2002 primarily due to the
maturity or call of $15.9  million,  the sale of $2.0  million,  the decrease in
market value of the portfolio of $44,000,  and the  amortization of premiums and
discounts of $249,000,  partially  offset by the purchase of $10.3 million.  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, 2002 than their carrying value.

Deposits. Deposits increased $7.1 million from $72.9 million at June 30, 2001 to
$80.0 million at March 31, 2002. Transaction and savings deposits increased as a
percentage  of total  deposits  from $25.9  million or 35.5% at June 30, 2001 to
$29.7 million or 37.2% at March 31, 2002. Certificates of deposit decreased as a
percentage  of total  deposits  from $47.0  million or 64.5% at June 30, 2001 to
$50.2 million or 62.8% at March 31, 2002.

                                       11
<PAGE>

Total stockholders'  equity.  Total stockholders' equity increased $259,000 from
$11.6 million at June 30, 2001 to $11.9 million at March 31, 2002.  The increase
is primarily due to net income of $833,000,  proceeds from the exercise of stock
options  of  $77,000,  the  allocation  of  ESOP  shares  of  $73,000,  and  the
amortization of deferred  compensation of $22,000,  partially offset by $353,000
for the  repurchase of 18,489 shares of the  Company's  common stock,  dividends
paid to shareholders of $243,000, the increase in the maximum cash obligation on
allocated ESOP shares of $122,000,  and the increase in net  unrealized  loss in
the available for sale securities of $28,000.

Results of  Operations  - Three  Months  Ended March 31, 2002 As Compared To The
Three Months Ended March 31, 2001

Performance  summary.  Net income  decreased  $77,000 to $205,000  for the three
months  ended March 31, 2002 from  $282,000 for the three months ended March 31,
2001.  The  decrease is primarily  due to a decrease in net  interest  income of
$68,000,  an increase in provision for loan loss of $60,000,  and an increase in
non-interest expense of $2,000,  partially offset by an increase in non-interest
income of $1,000.  For the three  months  ended  March 31,  2002 the  annualized
return on average  assets was 0.71% compared to 0.98% for the three months ended
March 31, 2001, while the annualized  return on average equity was 6.91% for the
three months ended March 31, 2002  compared to 10.44% for the three months ended
March 31, 2001.

Net interest income.  Net interest income decreased  $68,000 to $846,000 for the
three months ended March 31, 2002 from $914,000 for the three months ended March
31, 2001.  The decrease is primarily due to the decrease of $306,000 in interest
income to $1.9  million  for the three  months  ended  March 31,  2002 from $2.2
million for the three months ended March 31, 2001 partially offset by a decrease
in interest expense of $239,000 to $1.1 million for the three months ended March
31,  2002 from $1.3  million for the three  months  ended  March 31,  2001.  The
decrease  in  interest  income  was  primarily  due to the  acceleration  of the
amortization of premiums on federal agency bonds which were called.

For the three months ended March 31, 2002, the average yield on interest-earning
assets was 6.95%  compared to 7.97% for the three  months  ended March 31, 2001.
The average cost of interest-bearing  liabilities was 4.30% for the three months
ended March 31,  2002  compared  to 5.22% for the three  months  ended March 31,
2001. The average balance of interest  earning assets  decreased $1.4 million to
$109.2 million for the three months ended March 31, 2002 from $110.6 million for
the three  months ended March 31,  2001.  During this same  period,  the average
balance of interest-bearing  liabilities decreased $1.0 million to $97.9 million
for the three  months  ended  March 31,  2002 from $98.9  million  for the three
months ended March 31, 2001.

Due to the decrease in the average rate of return on the interest earning assets
partially  offset  by the  decrease  in the  average  cost  of  interest-bearing
liabilities,  the average  interest  rate spread was 2.65% for the three  months
ended March 31,  2002  compared  to 2.76% for the three  months  ended March 31,
2001. The average net interest margin was 3.10% for the three months ended March
31, 2002 compared to 3.31% for the three months ended March 31, 2001.

Provision for loan loss.  Provision for loan loss  increased  $60,000 to $98,000
for the three  months  ended  March 31, 2002 from  $38,000 for the three  months
ended March 31, 2001.  The primary  reason for the increase in the provision was
an  increase  in  loans  past  due and an  increase  in  loans  with  more  risk
characteristics  such as nonresidential real estate,  commercial and agriculture
loans.  Despite this increase,  the Company's loan portfolio  remains  primarily
residential  mortgage loans and the Company has  experienced a minimal amount of
charge-offs in the past three years.

Noninterest  income.  Noninterest  income  increased  $1,000 to $176,000 for the
three months ended March 31, 2002 from $175,000 for the three months ended March
31, 2001. The increase is primarily due an increase in service  charges and fees
of $19,000, and an increase in other fee income of $15,000 partially offset by a
decrease in insurance  commissions  of $16,000,  a decrease in security gains of
$15,000, and a decrease in investment commissions of $2,000.

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 fee income related to a new check printing service, and
an  increase  in  overdraft  fee  income.  Other  noninterest  income  increased
primarily due to gains on the sale of real estate owned.  Insurance  commissions
decreased primarily due to a decrease in the level of credit life and disability
sales on loan products. Security gains decreased primarily due to no bonds being
sold during the three months ended March 31, 2002 and the gain realized from the
sale of corporate bonds during the three months ended March 31, 2001. Investment
commissions decreased primarily due to the decrease in sales.

                                       12
<PAGE>

Noninterest  expense.  Noninterest  expense increased $2,000 to $621,000 for the
three months ended March 31, 2002 from $619,000 for the three months ended March
31, 2001.  The increase is primarily due to a $29,000  increase in  compensation
and benefits, a $9,000 increase in data procesing,  a $2,000 increase in deposit
insurance premium,  and a $2,000 increase in occupancy and equipment,  partially
offset by a $23,000  decrease in the  amortization  of goodwill,  and an $15,000
other noninterest expense.

Compensation  and benefits  increased  primarily due to the increase in salaries
and  benefits  due to regular  salary  adjustments.  Data  processing  increased
primarily  due to an  increase in the usage of  services  offered by  Washington
Federal's main data processing  provider.  Other  noninterest  expense decreased
primarily due the costs associated with the disposition of real estate owned and

In accordance with the Financial  Accounting  Standards Board Statement No. 142,
the Company  re-evaluated  the goodwill that resulted from the purchase of Rubio
Savings Bank of Brighton in 1998. As a result of the  re-evaluation,  management
had  determined  that the goodwill is not impaired.  The goodwill will be tested
for impairment on an annual basis at December 31.

Income tax  expense.  Income tax  expense  decreased  $52,000 to $99,000 for the
three months ended March 31, 2002 from $151,000 for the three months ended March
31,  2001.  The decrease is primarily  due the decrease in taxable  income,  the
decrease in non-deductible expenses and the increase in non-taxable income.

Results of Operations - Nine Months Ended March 31, 2002 As Compared To The Nine
Months Ended March 31, 2001

Performance  summary.  Net income  increased  $48,000 to  $833,000  for the nine
months  ended March 31, 2002 from  $785,000  for the nine months ended March 31,
2001.  The  increase is primarily  due to an increase in net interest  income of
$126,000,  an  increase in  noninterest  income of  $142,000,  and a decrease in
income tax expense of $97,000  partially  offset by an  increase in  noninterest
expense of $164,000, and an increase in provision for loan loss of $154,000. For
the nine months ended March 31, 2002 the annualized return on average assets was
0.95%  compared to 0.90% for the nine months  ended  March 31,  2001,  while the
annualized  return on average  equity was 9.48% for the nine months  ended March
31, 2002 compared to 9.63% for the nine months ended March 31, 2001.

Net interest income.  Net interest income increased $126,000 to $2.8 million for
the nine months ended March 31, 2002 from $2.7 million for the nine months ended
March 31, 2001.  The  increase is  primarily  due to the decrease of $540,000 in
interest  expense to $3.5  million for the nine months ended March 31, 2002 from
$4.0  million for the nine months ended March 31,  2001,  partially  offset by a
decrease  in interest  income of  $413,000  to $6.3  million for the nine months
ended March 31, 2002 from $6.7 million for the nine months ended March 31, 2001.

For the nine months ended March 31, 2002, the average yield on  interest-earning
assets was 7.57% compared to 8.09% for the nine months ended March 31, 2001. The
average cost of interest-bearing liabilities was 4.67% for the nine months ended
March 31, 2002  compared to 5.36% for the nine months ended March 31, 2001.  The
average balance of interest-earning  assets increased $400,000 to $111.2 million
for the nine months ended March 31, 2002 from $110.8 million for the nine months
ended  March  31,  2001.  During  this  same  period,  the  average  balance  of
interest-bearing  liabilities  decreased  $700,000 to $99.3 million for the nine
months ended March 31, 2002 from $100.0  million for the nine months ended March
31, 2001.

Due to the  decrease  in  the  average  cost  of  interest-bearing  liabilities,
partially  offset  by  the  decrease  in  the  average  rate  of  return  on the
interest-earning assets, the average interest rate spread was 2.89% for the nine
months  ended March 31, 2002  compared to 2.73% for the nine months  ended March
31, 2001.  The average net  interest  margin was 3.39% for the nine months ended
March 31, 2002 compared to 3.25% for the nine months ended March 31, 2001.

                                       13
<PAGE>

Provision for loan loss.  Provision for loan loss increased $154,000 to $255,000
for the nine months ended March 31, 2002 from $101,000 for the nine months ended
March 31, 2001.  The primary reason for the increase in the provision was due to
an  increase  in  loans  past  due and an  increase  in  loans  with  more  risk
characteristics  such as nonresidential real estate,  commercial and agriculture
loans.  Despite this increase,  the Company's loan portfolio  remains  primarily
residential  mortgage loans and the Company has  experienced a minimal amount of
charge-offs in the past three years.

Noninterest  income.  Noninterest  income increased $142,000 to $615,000 for the
nine months  ended March 31, 2002 from  $473,000 for the nine months ended March
31,  2001.  The  increase is  primarily  due an  increase  in security  gains of
$70,000,  an  increase in service  charges  and fees of $71,000,  an increase in
other noninterest income of $8,000, and an increase in investment commissions of
$3,000, partially offset by a decrease in insurance commissions of $10,000.

Security  gains  increased  primarily  due to the gain realized from the sale of
investment  securities  during the period of declining  interest rates.  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, and income from a new check and coupon book
printing service.  Other noninterest income increased  primarily due to the farm
subsidy payments  received by the Company on agricultural  real estate which was
held  for a short  period  and  has  since  been  sold.  Investment  commissions
increased  primarily  due  to  the  increase  in  sales.  Insurance  commissions
decreased primarily due to a decrease in the level of credit life and disability
sales on loan products.

Noninterest expense.  Noninterest expense increased $164,000 to $1.9 million for
the nine months ended March 31, 2002 from $1.8 million for the nine months ended
March 31,  2001.  The  increase  is  primarily  due to a  $189,000  increase  in
compensation and benefits,  a $47,000 increase in other noninterest expense, and
a $20,000 increase in data processing, partially offset by a $71,000 decrease in
the amortization of goodwill, and a $21,000 decrease in occupancy and equipment.

Compensation  and benefits  increased  primarily due to the increase in salaries
and  benefits  due to regular  salary  adjustments,  an  increase  in  full-time
equivalent employees,  and an increase in the cost of retirement benefits. Other
noninterest  expense  increased  primarily  due to  costs  associated  with  the
Company's   advertising   campaign,   an  increase  in   processing   fees  with
correspondent  bank  due to a  lower  earnings  credit  because  of the  current
interest rate  environment,  and the cost of supplies for the new check printing
services. Data processing increased primarily due to an increase in the usage of
services offered by Washington Federal's main data processing provider.

In accordance with the Financial  Accounting  Standards Board Statement No. 142,
the Company  re-evaluated  the goodwill that resulted from the purchase of Rubio
Savings Bank of Brighton in 1998. As a result of the  re-evaluation,  management
had  determined  that the goodwill is not impaired.  The goodwill will be tested
for  impairment  on an annual  basis at December  31.  Occupancy  and  equipment
decreased primarily due to a decrease in equipment maintenance expense.

Income tax  expense.  Income tax expense  decreased  $97,000 to $414,000 for the
nine months  ended March 31, 2002 from  $511,000 for the nine months ended March
31,  2001.  The  decrease is  primarily  due to the  decrease in  non-deductible
expenses and the increase in non-taxable income.

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.

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.

                                       14
<PAGE>

The Banks  anticipate  that they will have  sufficient  funds  available to meet
current loan commitments.  At March 31, 2002, Washington Federal had outstanding
commitments  to extend  credit which  amounted to $6.0 million and Rubio Savings
Bank had outstanding commitments to extend credit which amounted to $692,000.

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 on Form 8-K have been filed  during the quarter for
                  which this report was filed.



                                       15
<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 13, 2002                         /s/ Stan Carlson
          ------------                         ---------------------------------
                                               Stan Carlson, President and Chief
                                               Executive Officer

Date      May 13, 2002                         /s/ Leisha A. Linge
          ------------                         ---------------------------------
                                               Leisha A. Linge, Executive Vice
                                               President


                                       16