# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

# FORM 10-Q

(Mark One)[X]       Quarterly
report pursuant to Section 13 or l5(d) of the Securities Exchange Act           of 1934

For the quarterly period ended March 31, 2005

[   ]       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
000-24503

WASHINGTON BANKING
COMPANY (Exact name of
registrant as specified in its charter)

| | Washington                                                     |  | 91-1725825                              | 
| | -------------------------------------------------------------- |  | --------------------------------------- | 
| | (State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number) | 

# 

450 SW Bayshore DriveOak Harbor, Washington
        98277(Address of principal
executive offices) (Zip Code)

# 

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

(Former name, former
address and former fiscal year, if changed since last report)

Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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  [   ]



Indicate  by check mark if the
 registrant  is an  accelerated  filer  within the  meaning of Rule 12b-2  under the
Securities Exchange Act of 1934, as amended.   Yes  [   ]    No  [X]

The number of shares of
the issuers Common Stock outstanding at April 30, 2005 was 5,470,628.

---

|Table of ContentsPART I-FINANCIAL INFORMATION                                                                         
|----------------------------------------------------------------------------------------------------------------------
|
|Item 1.      Financial Statements                                                                                     
|Condensed Consolidated Statements of Financial Condition-                                                             
|March 31, 2005 and December 31, 2004                                                                                  
|                                                                                                                      
|Condensed Consolidated Statements of Income -                                                                         
|Three Months Ended March 31, 2005 and 2004                                                                            
|                                                                                                                      
|Condensed Consolidated Statements of Shareholders Equity and                          Comprehensive Income -         
|Three Months Ended March 31, 2005 and 2004                                                                            
|                                                                                                                      
|Condensed Consolidated Statements of Cash Flows -                                                                     
|Three Months Ended March 31, 2005 and 2004                                                                            
|                                                                                                                      
|Notes to Condensed Consolidated Financial Statements                                                                  
|                                                                                                                      
|Item 2.      Managements Discussion and Analysis of Financial Condition and Results of                     Operations
|                                                                                                                      
|Item 3.     Quantitative and Qualitative Disclosures about Market Risk                                                
|Item 4.     Controls and Procedures                                                                                   
|                                                                                                                      
|PART II-OTHER INFORMATION                                                                                             
|                                                                                                                      
|Item 1.     Legal Proceedings                                                                                         
|Item 2.     Unregistered Sale of Equity Securities and Use of Proceeds                                                
|Item 3.     Defaults Upon Senior Securities                                                                           
|Item 4.     Submission of Matters to a Vote of Security Holders                                                       
|Item 5.     Other Information                                                                                         
|Item 6.     Exhibits                                                                                                  
|Signatures                                                                                                            

i

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# PART I  FINANCIAL INFORMATION

Item 1.     Financial Statements

WASHINGTON BANKING
COMPANYAND SUBSIDIARY Condensed Consolidated Statements of Financial ConditionMarch 31, 2005 and December 31, 2004 (unaudited)(Dollars
in thousands)

|Assets                                                    | March 31,
2005 | December 31,
2004
|--------------------------------------------------------- | -------------- | -----------------
|Cash and due from banks                                   |                |                  
|($435 and $2,686, respectively, are restricted)           |                |                  
|Interest-bearing deposits                                 |                |                  
|Federal funds sold                                        |                |                  
|                                                          |                |                  
|Total cash, restricted cash, and cash equivalents         |                |                  
|                                                          |                |                  
|Investment securities available for sale                  |                |                  
|                                                          |                |                  
|                                                          |                |                  
|Subsidiary investment in the Trust                        |                |                  
|Federal Home Loan Bank stock                              |                |                  
|                                                          |                |                  
|Loans held for sale                                       |                |                  
|                                                          |                |                  
|Loans receivable                                          |                |                  
|Allowance for loan losses                                 |                |                  
|                                                          |                |                  
|Total loans, net                                          |                |                  
|                                                          |                |                  
|Premises and equipment, net                               |                |                  
|Bank owned life insurance                                 |                |                  
|Other assets                                              |                |                  
|                                                          |                |                  
|Total assets                                              |                |                  
|                                                          |                |                  
|                                                          |                |                  
|Liabilities and Shareholders Equity                      |                |                  
|Liabilities:                                              |                |                  
|Deposits                                                  |                |                  
|Noninterest-bearing                                       |                |                  
|Interest-bearing                                          |                |                  
|Time deposits                                             |                |                  
|                                                          |                |                  
|Total deposits                                            |                |                  
|                                                          |                |                  
|Other borrowed funds                                      |                |                  
|Junior subordinated debentures                            |                |                  
|Other liabilities                                         |                |                  
|                                                          |                |                  
|Total liabilities                                         |                |                  
|                                                          |                |                  
|Commitments and contingencies                             |                |                  
|                                                          |                |                  
|Shareholders equity:                                     |                |                  
|Preferred stock, no par value.  Authorized 20,000 shares: |                |                  
|no shares issued or outstanding                           |                |                  
|Common stock, no par value. Authorized 10,000,000 shares: |                |                  
|issued and outstanding 7,290,824 and 7,239,052 shares     |                |                  
|at March 31, 2005 and December 31, 2004, respectively (1) |                |                  
|Retained earnings                                         |                |                  
|Accumulated other comprehensive income                    |                |                  
|                                                          |                |                  
|Total shareholders equity                                |                |                  
|                                                          |                |                  
|Total liabilities and shareholders equity                |                |                  
|                                                          |                |                  

(1)  Adjusted for the 4-for-3 stock split declared on March 24, 2005.
   See accompanying notes to condensed consolidated financial
   statements.

1

---

WASHINGTON BANKING
COMPANYAND SUBSIDIARY Condensed Consolidated Statements of IncomeThree months ended March 31, 2005 and 2004 (unaudited)(Dollars
in thousands, except per share data)

|                                                       | Three Months Ended
|------------------------------------------------------ | ------------------
|
|
|Interest income:                                       |                   
|Interest and fees on loans                             |                   
|Interest on taxable investment securities              |                   
|                                                       |                   
|Interest on tax exempt investment securities           |                   
|Other                                                  |                   
|                                                       |                   
|Total interest income                                  |                   
|                                                       |                   
|Interest expense:                                      |                   
|Interest on deposits                                   |                   
|Interest on other borrowings                           |                   
|Interest on junior subordinated debentures             |                   
|                                                       |                   
|Total interest expense                                 |                   
|                                                       |                   
|                                                       |                   
|Net interest income                                    |                   
|                                                       |                   
|Provision for loan losses                              |                   
|                                                       |                   
|                                                       |                   
|Net interest income after provision for loan losses    |                   
|Noninterest income:                                    |                   
|Service charges and fees                               |                   
|Income from the sale of loans                          |                   
|SBA premium income                                     |                   
|Other                                                  |                   
|                                                       |                   
|                                                       |                   
|Total noninterest income                               |                   
|Noninterest expense:                                   |                   
|Salaries and benefits                                  |                   
|Occupancy and equipment                                |                   
|Office supplies and printing                           |                   
|Data processing                                        |                   
|Consulting and professional fees                       |                   
|Other                                                  |                   
|                                                       |                   
|                                                       |                   
|Total noninterest expense                              |                   
|                                                       |                   
|                                                       |                   
|Income before income taxes and discontinued operations |                   
|                                                       |                   
|                                                       |                   
|Provision for income taxes                             |                   
|                                                       |                   
|                                                       |                   
|Income from continuing operations                      |                   
|Loss from discontinued operations, net of tax          |                   
|                                                       |                   
|                                                       |                   
|Net income                                             |                   
|                                                       |                   
|                                                       |                   
|Earnings  (loss) per common share, basic (1)           |                   
|Continuing operations                                  |                   
|Discontinued operations                                |                   
|                                                       |                   
|                                                       |                   
|Net income per share                                   |                   
|                                                       |                   
|                                                       |                   
|                                                       |                   
|Earnings  (loss) per common share, diluted (1)         |                   
|Continuing operations                                  |                   
|Discontinued operations                                |                   
|                                                       |                   
|                                                       |                   
|Net income per share                                   |                   
|                                                       |                   
|                                                       |                   
|Average number of shares outstanding, basic (1)        |                   
|Average number of shares outstanding, diluted (1)      |                   

(1) Adjusted for the 4-for-3 stock split declared on March 24, 2005.
   See accompanying notes to condensed consolidated financial statements.

2

---

WASHINGTON BANKING
COMPANYAND SUBSIDIARYCondensed Consolidated Statements of Shareholders Equity
and Comprehensive IncomeThree months ended March 31, 2005 and 2004 (unaudited) (Dollars
and shares in thousands, except per share data)

|                                                                                | Common stock | Retained | Accumulated
other
comprehensive | Total
shareholders
|------------------------------------------------------------------------------- | ------------ | -------- | ------------------------------- | -------------------
|
|Balances at December 31, 2003                                                   |              |          |                                 | 5,358              
|Comprehensive income:                                                           |              |          |                                 |                    
|Net income                                                                      |              |          |                                 |                   
|Net unrealized gain on securities       available for sale, net of tax of $50   |              |          |                                 |                   
|                                                                                |              |          |                                 |                    
|Total comprehensive income                                                      |              |          |                                 |                    
|                                                                                |              |          |                                 |                    
|Cash dividend, $0.054 per share (1)                                             |              |          |                                 |                   
|Stock option compensation                                                       |              |          |                                 |                   
|Stock options exercised                                                         |              |          |                                 | 51                 
|                                                                                |              |          |                                 |                    
|Balances at March 31, 2004                                                      |              |          |                                 | 5,409              
|                                                                                |              |          |                                 |                    
|                                                                                |              |          |                                 |                    
|Balances at December 31, 2004                                                   |              |          |                                 | 5,429              
|Comprehensive income:                                                           |              |          |                                 |                    
|Net income                                                                      |              |          |                                 |                   
|Net unrealized loss on securities       available for sale, net of tax of ($79) |              |          |                                 |                   
|                                                                                |              |          |                                 |                    
|Total comprehensive income                                                      |              |          |                                 |                    
|                                                                                |              |          |                                 |                    
|Cash dividend, $0.054 per share (1)                                             |              |          |                                 |                   
|Stock option compensation                                                       |              |          |                                 |                   
|Four-for-three stock split                                                      |              |          |                                 | 1,810              
|Stock options exercised (1)                                                     |              |          |                                 | 16                 
|Restricted Stock (1)                                                            |              |          |                                 | 35                 
|Unearned Restricted Stock (1)                                                   |              |          |                                 |                   
|                                                                                |              |          |                                 |                    
|Balances at March 31, 2005                                                      |              |          |                                 | 7,290              
|                                                                                |              |          |                                 |                    
|                                                                                |              |          |                                 |                    

(1) Adjusted for the 4-for-3 stock split declared on March 24, 2005.
   See accompanying notes to condensed consolidated financial statements.

3

---

WASHINGTON BANKING
COMPANYAND SUBSIDIARYCondensed
Consolidated Statements of Cash Flows Three months ended March 31, 2005 and 2004
(unaudited)(Dollars in thousands)

|                                                                             | Three Months Ended March 31
|---------------------------------------------------------------------------- | ---------------------------
|
|Cash flows from operating activities:                                        |                            
|Net income from continuing operations                                        |                            
|                                                                             |                            
|Adjustments to reconcile net income to net cash                              |                            
|provided by operating activities:                                            |                            
|Federal Home Loan Bank stock dividends                                       |                            
|Amortization of investment premiums, net                                     |                            
|Net decrease (increase) in subsidiary investment                             |                            
|Earnings on bank owned life insurance                                        |                            
|Provision for loan losses                                                    |                            
|Net decrease (increase) in loans held for sale                               |                            
|Depreciation and amortization of premises and equipment                      |                            
|Net gain on sale of premises and equipment                                   |                            
|Net (gain) loss on sale of other real estate                                 |                            
|Write-downs of other real estate                                             |                            
|Increase in other assets                                                     |                            
|Increase (decrease) in other liabilities                                     |                            
|                                                                             |                            
|Cash flows from continuing operating activities                              |                            
|Loss from discontinued operations                                            |                            
|                                                                             |                            
|                                                                             |                            
|                                                                             |                            
|Cash flows from operating activities                                         |                            
|                                                                             |                            
|                                                                             |                            
|Cash flows from investing activities:                                        |                            
|Maturities/calls/principal payments of investment and                        |                            
|mortgage-backed securities available for sale                                |                            
|Maturities/calls of investment securities held to maturity                   |                            
|Net increase in loans                                                        |                            
|Purchases of premises and equipment                                          |                            
|Proceeds from the sale of other real estate owned and premises and equipment |                            
|                                                                             |                            
|                                                                             |                            
|Cash flows from investing activities                                         |                            
|                                                                             |                            
|                                                                             |                            
|                                                                             |                            
|Cash flows from financing activities:                                        |                            
|Net increase in deposits                                                     |                            
|Net decrease in FHLB overnight borrowings                                    |                            
|Dividends paid on common stock                                               |                            
|Proceeds from stock options exercised                                        |                            
|                                                                             |                            
|                                                                             |                            
|Cash flows from financing activities                                         |                            
|                                                                             |                            
|                                                                             |                            
|Net change in cash and cash equivalents                                      |                            
|Cash and cash equivalents at beginning of period                             |                            
|                                                                             |                            
|                                                                             |                            
|Cash and cash equivalents at end of period                                   |                            
|                                                                             |                            
|                                                                             |                            
|                                                                             |                            
|Supplemental information:                                                    |                            
|Loans foreclosed and transferred to other real estate owned                  |                            
|Cash paid for interest                                                       |                            
|Cash paid for income taxes                                                   |                            
|Deconsolidation of trust preferred securities                                |                            

See accompanying notes to condensed consolidated financial statements.

4

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTSThree months ended March 31, 2005 and 2004 (unaudited)
(Dollars in thousands, except per share data)

(1)    
Description of Business and Summary of Significant Accounting Policies

|(a) | Description of Business
|--- | -----------------------

Washington
Banking Company (the Company or WBCO) is a registered bank holding
company formed on April 30, 1996. At March 31, 2005, WBCO had two wholly owned
subsidiaries  Whidbey Island Bank (WIB or the Bank), the
Companys principal subsidiary, and Washington Banking Capital Trust I (the
Trust). The business of the Bank, which is focused in the northern area of
Western Washington, consists primarily of attracting deposits from the general public and
originating loans. The regions economy has evolved from one that was once heavily
dependent upon forestry, fishing and farming to an economy with a much more diverse blend
of industries including retail trade, services, manufacturing, tourism and a large
military base presence. Although the Bank has a diversified loan portfolio, a substantial
portion of its borrowers ability to repay their loans is dependent upon the economic
conditions affecting this area.

The
Trust was formed in June 2002 for the exclusive purpose of issuing trust preferred
securities and common securities and using the $15,000 in proceeds from the issuance to
acquire junior subordinated debentures issued by WBCO. The Company deconsolidated the
Trust in 2004, pursuant to Financial Accounting Standards Board (FASB)
Financial Interpretation No. 46R (FIN 46R).

Washington
Funding Group, Inc., a wholesale mortgage real estate lending company (WFG),
was a former subsidiary of the Company, which was a Washington State corporation formed in
January 2003. The primary purpose of this subsidiary was to provide a loan-funding source
for brokers of mortgage loans. The loans were originated and sold in the name of the Bank.
The Company closed WFGs operations effective June 30, 2004.

|(b) | Basis of Presentation
|--- | ---------------------

The
accompanying interim condensed consolidated financial statements include the accounts of
WBCO and its subsidiaries described above. The accompanying interim condensed consolidated
financial statements have been prepared, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Accordingly, they
do not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. These condensed consolidated
financial statements should be read in conjunction with the December 31, 2004 audited
consolidated financial statements and notes thereto included in the Companys Annual
Report on Form 10-K filed with the SEC on March 25, 2005. In managements opinion,
all adjustments (consisting of normal recurring adjustments) considered necessary for a
fair presentation have been included. Operating results for the three months ended March
31, 2005 are not necessarily indicative of the results that may be expected for the year
ending December 31, 2005. In preparing the condensed consolidated financial statements,
estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses are required. Actual results could differ from those estimates.

|(c) | Segments
|--- | --------

Pursuant
to Statement of Financial Accounting Standards (SFAS) No. 131, Disclosure
about Segments of an Enterprise and Related Information, the Company has evaluated the
requirements of this standard and identified two reportable segments: WIB and the
discontinued operations of WFG, both wholly-owned subsidiaries of Washington Banking
Company. Due to the discontinuation of WFG in the second quarter of 2004, the Company
currently has only one segment, WIB, and is not required to disclose segment reporting by
this standard.

|(d) | Reclassifications
|--- | -----------------

Certain
amounts in prior years financial statements may have been reclassified to conform to
the 2005 presentation. These reclassifications had no significant impact on the
Companys financial position or results of operations.

5

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTSThree months ended March 31, 2005 and 2004 (unaudited)
(Dollars in thousands, except per share data)

(2)     Recent Financial
Accounting Pronouncements

In
December 2004, FASB issued SFAS No. 123R, Shared Based Payment, which is a revision of
SFAS No. 123, Accounting for Stock-Based Compensation. Statement No. 123R supersedes
Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock
Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows.

As
permitted by SFAS No. 123, the Company currently accounts for share-based payments to
employees using APB 25 intrinsic value method and, as such, generally recognizes no
compensation cost for employee stock options. The adoption of SFAS No. 123Rs fair
value method will have an impact on the Companys result of operations, although it
will have no impact on the overall financial position. The impact of adoption of SFAS No.
123R cannot be predicted at this time because it will depend on levels of share-based
payments granted in the future. However, had the Company adopted SFAS No. 123R in prior
periods, the impact of that standard would have approximated the impact of SFAS No. 123.
Also, SFAS No. 123R requires the benefit of tax deductions in excess of recognized
compensation cost to be reported as a financing cash flow, rather than as an operating
cash flow as required under current literature. This requirement will reduce net operating
cash flows and increase net financing cash flows in periods after adoption.

The
SEC recently announced the adoption of a new rule that amends the compliance dates for
SFAS No. 123R for public companies. Under the Statement as issued by the FASB, fair-value
accounting would have been mandatory for the first interim or annual reporting period
beginning after June 15, 2005, for public companies that are not small business issuers;
all other companies, including all nonpublic companies, were to begin using the new rules
for reporting periods after December 15, 2005. The SECs new rule allows public
companies to implement SFAS No. 123R at the beginning of the next fiscal year, instead of
the next reporting period, after June 15 or December 15, 2005, as applicable. The
SECs new rule does not change the accounting required by SFAS No. 123R; only the
compliance deadlines have been altered. With the recent extension, the Company expects to
adopt SFAS No. 123R on January 1, 2006.

(3)    
Earnings Per Share

The following table reconciles the
denominator of the basic and diluted earnings per share computation:

|                                             | Three Months Ended March 31
|-------------------------------------------- | ---------------------------
|
|Weighted average shares-basic                |                            
|Effect of dilutive securities: stock options |                            
|                                             |                            
|Weighted average shares-diluted              |                            
|                                             |                            

Adjusted for the 4-for -3 stock split declared March 24, 2005.

The
Company declared a 4-for-3 stock split on March 24, 2005. On February 26, 2004, the
Company issued a 15% stock dividend to shareholders of record as of February 10, 2004. All
periods presented have been restated to reflect the stock split and dividends. At March
31, 2005 and 2004, there were options to purchase 436,118 and 487,165 shares of common
stock outstanding, respectively. For the three months ended March 31, 2005 and 2004 no
options were antidilutive and therefore all were included in the computation of diluted
net income per share.

(4)     Junior Subordinated
Debentures

The
Trust issued $15,000 of trust preferred securities with a 30-year maturity, callable after
the fifth year by Washington Banking Company on June 27, 2002. The rate adjusts quarterly
based on Three-Month LIBOR plus 3.65%. On March 31, 2005 the rate was 6.31%. These
securities, within certain limitations, are considered Tier I capital for the purposes of
regulatory capital requirements.

6

---

NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTSThree months ended March 31, 2005 and 2004 (unaudited)
(Dollars in thousands, except per share data)

The
junior subordinated debentures are the sole assets of the Trust, and payments under the
junior subordinated debentures are the sole revenues of the Trust. All of the common
securities of the Trust are owned by WBCO. Washington Banking Company has fully and
unconditionally guaranteed the capital securities along with all obligations of the Trust
under the trust agreements.

Pursuant
to FIN 46R, the Company deconsolidated the trust beginning first quarter of 2004 and began
to report the junior subordinated debentures within the liabilities section of the
statement of financial condition. Prior to deconsolidation, the Trust and the related
trust preferred securities were included within borrowings as a separate line item in
WBCOs statement of financial condition.

(5)    
Stock-Based Compensation

The
Company currently recognizes the financial effects of stock-based employee compensation
based on the intrinsic value method of accounting prescribed by APB 25, Accounting for
Stock Issued to Employeesand FASB Interpretation No. 44 (FIN 44), Accounting
for Certain Transactions Involving Stock Compensation. Generally, stock options are issued
at a price equal to the fair value of the Companys stock as of the grant date. Under
APB 25, options issued in this manner do not result in the recognition of employee
compensation in the Companys financial statements.

The
following table illustrates the effect on net income and earnings per share if the Company
had applied the fair value provisions of FASB Statement No. 123, Accounting for
Stock-Based Compensation, to stock-based employee compensation:

|                                          | Three Months Ended March 31
|----------------------------------------- | ---------------------------
|
|Net income, as reported                   |                            
|Stock compensation recognized, net of tax |                            
|Additional compensation for               |                            
|fair value of stock options, net of tax   |                            
|                                          |                            
|Pro forma net income                      |                            
|                                          |                            
|                                          |                            
|Basic earnings per share:                 |                            
|As reported                               |                            
|Income from continuing operations         |                            
|Loss from discontinued operations         |                            
|                                          |                            
|                                          |                            
|Net Income                                |                            
|                                          |                            
|                                          |                            
|                                          |                            
|Pro forma                                 |                            
|Income from continuing operations         |                            
|Loss from discontinued operations         |                            
|                                          |                            
|                                          |                            
|Net Income                                |                            
|                                          |                            
|                                          |                            
|                                          |                            
|Diluted earnings per share:               |                            
|As reported                               |                            
|Income from continuing operations         |                            
|Loss from discontinued operations         |                            
|                                          |                            
|                                          |                            
|Net Income                                |                            
|                                          |                            
|                                          |                            
|                                          |                            
|Pro forma                                 |                            
|Income from continuing operations         |                            
|Loss from discontinued operations         |                            
|                                          |                            
|                                          |                            
|Net Income                                |                            
|                                          |                            

Adjusted for the 4-for -3 stock split declared March 24, 2005.

7

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NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTSThree months ended March 31, 2005 and 2004 (unaudited)
(Dollars in thousands, except per share data)

(6)     Subsequent Event

On
April 28, 2005, the Board of Directors declared a cash dividend of $.055 per share to
shareholders of record as of May 10, 2005, payable on May 24, 2005.

(7)     Commitments

Standby
letters of credit are conditional commitments issued by the Bank to guarantee the
performance of a customer to a third party. Those guarantees are primarily issued to
support public and private borrowing arrangements, including commercial paper, bond
financing and similar transactions. Except for certain long-term guarantees, most
guarantees expire in one year. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loan facilities to customers.
Collateral supporting those commitments, for which collateral is deemed necessary,
generally amounts to one hundred percent of the commitment amount at March 31, 2005. The
Company routinely charges a fee for these credit facilities. Such fees are amortized into
income over the life of the agreement, and unamortized amounts are not significant as of
March 31, 2005.

As
of March 31, 2005 the commitments under these agreements were as follows:

Standby letters of credit and financial guarantees     $917

At March
31, 2005, the Company was the guarantor of trust preferred securities. The Company has
issued junior subordinated debentures to a wholly owned special purpose trust, which has
issued trust preferred securities. The sole assets of the special purpose trust are the
junior subordinated debentures issued by the Company. Washington Banking Company has fully
and unconditionally guaranteed the capital securities along with all obligations of the
Trust under the trust agreements. The maximum amount of future payments the Company will
be required to make under these agreements is the principal and interest of the trust
preferred securities, the principal of which totaled $15,000 at March 31, 2005.

(8)    
Investment Securities

Investment
securities available for sale include securities that management intends to use as part of
its overall asset/liability management strategy and that may be sold in response to
changes in interest rates and resultant prepayment risk and other related factors.
Securities available for sale are carried at market value, and unrealized gains and losses
(net of related tax effects) are excluded from net income but are included as a separate
component of comprehensive income. Upon realization, such gains and losses will be
included in net income using the specific identification method.

During
the second quarter of 2004, the Company transferred all of the municipal securities from
held to maturity to available for sale as a result of managements review of the
Companys liquidity needs, the asset/liability position, the scheduled maturities and
the rate environment trends. This transfer caused a related net unrealized gain of $412.
In addition, the Company sold $5,799 of available for sale securities to help reposition
the Companys liability sensitive position against the anticipation of a rising rate
environment. For liquidity purposes, the Companys future security purchases will
primarily be designated as available for sale. The investment portfolio consists of
government agency securities, pass-through securities, corporate securities, municipal
securities and preferred stock. No investment exceeds 10% of the shareholders
equity.

8

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Item 2.    Management's
Discussion and Analysis of Financial Condition and Results of Operations

---

Note Regarding Forward-Looking
Statements: This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act). These forward-looking statements describe Washington Banking
Companys (the Company) managements expectations regarding future
events and developments such as future operating results, growth in loans and deposits,
continued success of the Companys business plan and the strength of the local
economy. The words will, believe, expect,
should, anticipate and words of similar construction are intended
in part to help identify forward-looking statements. Future events are difficult to
predict, and the expectations described below are necessarily subject to risk and
uncertainty that may cause actual results to differ materially and adversely. In addition
to discussions about risks and uncertainties set forth from time to time in the
Companys filings with the Securities and Exchange Commission (the SEC),
factors that may cause actual results to differ materially from those contemplated in such
forward-looking statements include, among others, the following possibilities: (1) local
and national general and economic conditions, including the possible impact of
international conflict or further terrorist events, are less favorable than expected or
have a more direct and pronounced effect than expected on the Company and adversely affect
the Companys ability to continue its internal growth at historical rates and
maintain the quality of its earning assets; (2) changes in interest rates reduce interest
margins more than expected or negatively affect liquidity; (3) projected business
increases following strategic expansion or the opening or acquisition of new branches are
lower than expected; (4) there are greater than expected costs or difficulties related to
the integration of acquisitions; (5) there is increased competitive pressure among
financial institutions; (6) legislation or regulatory requirements or changes that
adversely affect the banking and financial services sector; and (7) the Company is unable
to realize the efficiencies it expects to derive from its investment in personnel and
infrastructure. However, you should be aware that these factors are not an exhaustive
list, and you should not assume that these are the only factors that may cause actual
results to differ from expectations. In addition, you should note that we do not intend to
update any of the forward-looking statements or the uncertainties that may adversely
impact those statements.

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The
following discussion and analysis should be read in conjunction with the financial
statements and notes thereto presented elsewhere in this report.

Overview

Washington
Banking Company (the Company or WBCO) is a registered bank holding
company with two wholly-owned subsidiaries: Whidbey Island Bank (the Bank) and
Washington Banking Capital Trust I (the Trust). A third subsidiary, Washington
Funding Group, Inc., (WFG) was dissolved effective June 30, 2004.

Headquartered
in Oak Harbor, the Companys market area is primarily northwestern Washington. The
market area encompasses distinct economies, and none are particularly dependent upon a
single industrial or occupational source. The economies within the market areas have
evolved from being heavily dependent upon forestry, fishing and farming to a more diverse
blend of industries including retail trade, services, manufacturing, tourism and a large
military presence.

The
Companys strategy is one of value-added growth. Management believes that qualitative
and sustainable growth of the Company, coupled with maintaining profitability, is
currently the most appropriate path to enhancing value for its shareholders. To date, the
Companys growth has been achieved organically and it attributes its reputation for
focusing on customer service and satisfaction as one of the cornerstones to the
Companys success. Acquisition of banks or branches may also be used as a means of
expansion if appropriate opportunities are presented. Management recognizes that growth
requires expenditures of substantial sums to purchase or lease real property and equipment
and to hire experienced personnel, and that earnings may be negatively affected. The
Companys primary long-term objectives are to improve profitability and operating
efficiencies, to increase market penetration in areas currently served and to continue an
expansion strategy in appropriate market areas.

Financial Highlights

The
Companys focus on improving credit quality at its Whidbey Island Bank subsidiary
contributed to record net income in the first quarter of 2005. Revenues, on a fully
tax-equivalent basis, grew from $8.5 million to $9.5 million, a 12.0% increase, while net
income grew 87% to $2.0 million in the quarter ended March 31, 2005, compared to $1.1
million for the like quarter a year ago. The increase in net income is primarily the
result of an improvement in the credit quality of our loan portfolio leading to a
reduction in our allowance for loan losses and increases in our noninterest income
primarily related to SBA premiums, ATM income and a nominal gain on the sale of premises
and equipment.

9

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Earnings
per diluted share increased 80% to $0.27, compared to $0.15 per diluted share in the first
quarter of 2004. Results in the first quarter last year were negatively impacted by $0.02
per diluted share from the operating loss associated with WFG. Excluding this discontinued
operation, earnings per diluted share grew 59% to $0.27, versus $0.17 in the first quarter
of 2004. All per share data has been adjusted to reflect the 4-for-3 stock split.

The
Companys profitability ratios have shown substantial improvement from a year ago,
partially due to maximizing efficiencies. Return on average equity (ROE)
improved to 16.38% and return on average assets (ROA) grew to 1.24% in the
first quarter of 2005. In the first quarter last year, ROE was 9.85% and ROA was 0.74%,
due in part to the operating loss of WFG.

10

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Consolidated Average
Balance Sheet and Analysis of Net Interest Income and Expense

The
following table sets forth the Companys consolidated average balance sheet and
analysis of net interest income and expense:

|                                      | Three Months Ended March 31, 2005 | Three Months Ended March 31, 2004
|------------------------------------- | --------------------------------- | ---------------------------------
|
|                                      |                                   |                                  
|Assets                                |                                   |                                  
|                                      |                                   |                                  
|Loans (1) (2)                         |                                   |                                  
|Federal funds sold                    |                                   |                                  
|Interest-earning cash                 |                                   |                                  
|Investments:                          |                                   |                                  
|Taxable                               |                                   |                                  
|Non-taxable (2)                       |                                   |                                  
|                                      |                                   |                                  
|Interest-earning assets               |                                   |                                  
|Noninterest-earning assets            |                                   |                                  
|                                      |                                   |                                  
|Total assets                          |                                   |                                  
|                                      |                                   |                                  
|                                      |                                   |                                  
|Liabilities and                       |                                   |                                  
|Shareholders equity                  |                                   |                                  
|                                      |                                   |                                  
|Deposits:                             |                                   |                                  
|Interest demand and                   |                                   |                                  
|money market                          |                                   |                                  
|Savings                               |                                   |                                  
|CDs                                   |                                   |                                  
|                                      |                                   |                                  
|Interest-bearing deposits             |                                   |                                  
|                                      |                                   |                                  
|Federal funds purchased               |                                   |                                  
|Junior subordinated debentures        |                                   |                                  
|Other borrowed funds                  |                                   |                                  
|                                      |                                   |                                  
|Interest-bearing liabilities          |                                   |                                  
|Noninterest-bearing deposits          |                                   |                                  
|Other noninterest-bearing liabilities |                                   |                                  
|                                      |                                   |                                  
|Total liabilities                     |                                   |                                  
|Shareholders equity                  |                                   |                                  
|                                      |                                   |                                  
|Total liabilities and                 |                                   |                                  
|shareholders equity                  |                                   |                                  
|                                      |                                   |                                  
|                                      |                                   |                                  
|Net interest income                   |                                   |                                  
|                                      |                                   |                                  
|                                      |                                   |                                  
|Net interest spread                   |                                   |                                  
|                                      |                                   |                                  
|                                      |                                   |                                  
|Net interest margin                   |                                   |                                  
|                                      |                                   |                                  

(1) Average balance includes nonaccrual loans. Interest earned includes loan fees of $291 and $227 for the
three months ended March 31,        2005 and 2004, respectively.(2) Interest income on non-taxable investments and loans is presented on a fully tax-equivalent basis using
the federal statutory rate of 34%.
   These adjustments were $57 and $102 for the three months ended March 31, 2005 and 2004, respectively. Fully
tax-equivalent is a
   nonGAAP performance measurement that management believes provides investors with a more accurate picture of
the
   net interest margin efficiency ratio for comparative purposes.

11

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The
following table sets forth the amounts of the changes in consolidated net interest income
attributable to changes in volume and to changes in interest rates, presented on a
90/365-day basis. Changes attributable to the combined effect of volume and interest rates
have been allocated proportionately:

|                                   | Three months ended March 31
2005 vs. 2004
Increase (decrease) due to
|---------------------------------- | --------------------------------------------------------------------
|
|Assets:                            |                                                                     
|                                   |                                                                     
|Loans (1)                          |                                                                     
|Federal funds sold                 |                                                                     
|Interest earning cash              |                                                                     
|Investments (1)                    |                                                                     
|                                   |                                                                     
|Total interest earning assets      |                                                                     
|                                   |                                                                     
|                                   |                                                                     
|                                   |                                                                     
|Liabilities:                       |                                                                     
|Deposits                           |                                                                     
|Interest demand and money          |                                                                     
|market                             |                                                                     
|Savings                            |                                                                     
|Time deposits                      |                                                                     
|Interest on other borrowed funds   |                                                                     
|Junior subordinated debentures     |                                                                     
|Other interest bearing liabilities |                                                                     
|                                   |                                                                     
|Total interest bearing liabilities |                                                                     
|                                   |                                                                     

(1) Interest on loans and investments is presented on a fully
                       tax-equivalent basis.

Results of Operations

Net
Interest Income. The primary component of earnings for financial institutions is net
interest income. Net interest income is the difference between interest income, primarily
from loans and investments, and interest expense on deposits and borrowings. Changes in
net interest income result from changes in volume, changes in
spread, and change in margin. Volume refers to the level of
average interest-earning assets or interest-bearing liabilities. Spread refers to the
difference between the yield on interest-earning assets and the cost of interest-bearing
liabilities. Margin refers to the ratio of net interest income to average earning assets
and is influenced by the mix of interest-earning assets and interest-bearing liabilities
as well as the relative proportion of interest-bearing liabilities to interest-earning
assets.

Average
interest-earning assets for the first quarter of 2005 increased to $610.2 million,
compared to $553.3 million for the quarter ended March 31, 2004, an increase of 10.3%,
while the average yield on interest-earning assets increased to 6.88% in the first quarter
of 2005, compared to 6.68% in first quarter of the prior year.

Net
interest income, on a fully tax-equivalent basis, for the first quarter of 2005 increased
10.4% to $7.8 million from $7.1 million for the first quarter of 2004, which was primarily
due to earning higher yields on higher average volumes in commercial real estate and
construction loans. The average yield on loans increased to 7.00% for the quarter ended
March 31, 2005 from 6.86% for the first quarter of 2004.

Offsetting
the increase in interest income from loans was the Companys reduced average
investment in its securities portfolio during the first three months of 2005 compared to
the like period in 2004. The Company sold $5.8 million in available-for-sale investment
securities and did not reinvest the proceeds of $5.5 million in investment maturities
during the second half of 2004 in anticipation of shifts in the interest rate market, as
well as managements review of the Companys liquidity needs and asset/liability
position.

12

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The
Company incurred more expense in maintaining and generating additional funding during the
first three months of 2005 compared to the like period in 2004. Average interest-bearing
liabilities for the quarter ended March 31, 2005 increased to $521.7 million compared to
$466.1 million a year ago, a growth of 11.9%. The average cost of interest-bearing
liabilities increased in the first quarter of 2005 to 1.96% from 1.81% for the quarter
ended March 31, 2004. Aside from competitive pressures to generate more deposit share in
the market through CD campaigns and competitive offering rates, the Companys junior
subordinated debentures continued to contribute to the overall increase in interest
expense. The Companys recorded cost of the junior subordinated debentures is tied to
the Three-Month LIBOR index plus 3.65% and is adjusted on a quarterly basis. The index has
increased 59 basis points from 2.07% at December 31, 2004 to 2.66% at March 31, 2005.

As
a result of the above changes, the net interest spread widened to 4.92% for the quarter
ended March 31, 2005 from 4.87% for the quarter ended March 31, 2004. In addition, net
interest margin (net interest income, on a fully tax-equivalent basis, divided by average
interest-earning assets) increased to 5.20% in the first quarter of 2005 from 5.15% in the
first quarter of 2004. Managements strategic objectives in utilizing low-cost
funding sources have allowed the Company to maintain its net margin over time despite
changes in the interest rate market.

Provision
for Loan Losses. The Company recorded a $425,000 provision for loan losses for the first
quarter of 2005, compared to $825,000 for the like period a year ago. Net loan charge-offs
were $276,000 for the first quarter of 2005, compared with $461,000 for the like period in
the prior year. Due to improvements in credit quality, changes in the loan mix and
moderate loan growth in the first quarter, the Company reduced the provision for loan
losses. See additional discussion in the Total Loans section of Managements
Discussion and Analysis of Financial Condition and Results of Operations.

Noninterest
Income. Noninterest income increased $279,000, or 20.2%, in the first quarter of 2005
compared to the like period in 2004. Changes in noninterest income were primarily due to
an increase of $203,000 from ATM income, premium income from the sale of SBA loans and a
nominal gain from the sale of the Companys former operations center located in Oak
Harbor, Washington. In addition, the Company earned $161,000 in noninterest income
generated by its Bank Owned Life Insurance (BOLI) investment and annuity
income from non-deposit investment products. The Company did not earn BOLI income nor
annuity income during the first three months of 2004 given that these investments were not
introduced until the second half of 2004. Offsetting these increases were a decline of
$47,000 in income from service charges and fees and a drop of $107,000 in income from the
sale of loans. In the past, selling single-family residential loans to the secondary
market contributed significantly to noninterest income, but slowing of refinancing
mortgage activity caused a decrease in income from the sale of loans.

Noninterest
Expense. Noninterest expense increased by $282,000 in the first quarter of 2005, or 4.9%
from a year ago. Two major contributors to noninterest expense  consulting and
professional fees and other noninterest expense  increased 103.1% and 21.3%,
respectively, for the quarter compared with the like period in 2004. During the first
three months of 2005, the Company retained outside consultants to: evaluate operational
efficiencies, provide a branch site analysis, and assess the Companys strategic
position. Salaries and benefits and occupancy and equipment remained flat during the first
three months of 2005 compared to the like period one year ago.

The
Company focused its efforts on keeping expenses to a minimum despite initial costs
generated by the opening of a new branch in Friday Harbor, Washington and the on-going
costs associated with Sarbanes-Oxley Act compliance. As a result of consolidating back
office operations and improving operating efficiencies, the company successfully managed
noninterest expense during the first quarter of 2005.

The
efficiency ratio (noninterest expense divided by the sum of net interest income, on a
fully tax-equivalent basis, plus noninterest income) improved to 63.10% for the first
quarter 2005 compared to 67.36% for the like period in 2004.

Income
Taxes. For the first quarters of 2005 and 2004, the Company recorded income tax provisions
of $976,000 and $620,000, respectively. The overall effective tax rate was approximately
32.3% and 33.7% for the three months ended March 31, 2005 and 2004, respectively.

13

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Financial Condition

Total
Assets. Total assets grew to $672.1 million at March 31, 2005 from $657.7 million at
December 31, 2004, an increase of 2.2%. This increase resulted mainly from growth in the
loan portfolio, which was funded by deposit growth and earnings.

Investment
Securities. The Companys total portfolio of investment securities decreased 1.3% to
$19.1 million at March 31, 2005 from $19.3 million at December 31, 2004. The slight
decrease was a result of the declines in market value and maturities of investments. No
investment securities were purchased during the first quarter of 2005.

Total
Loans. The Companys loan portfolio represents managements efforts to diversify
risk across a wide range of loan types and industries. Loan products include residential
and commercial real estate loans, construction loans and consumer loans. Total loans were
$590.4 million at March 31, 2005, representing a 1.8% increase from $580.0 million at
December 31, 2004. The majority of the growth was in commercial real estate and direct
consumer loans, which increased 4.6% and 4.1%, respectively, at March 31, 2005 compared to
December 31, 2004. The increase in real estate commercial loans was due primarily to a few
large commercial construction loans and land development projects. Home equity loans, as a
portion of direct consumer loans increased by $2.2 million during the first quarter of
2005 compared to December 31, 2004, while remaining constant as a percentage of total
loans between both periods. At March 31, 2005, loans held for sale were $5.7 million as
compared to $8.3 million at December 31, 2004, a decrease of 31.6%. The rising interest
rate environment has slowed mortgage-refinancing activity.

The
Company makes automobile and recreational vehicle loans for new and used vehicles
originated indirectly by selected automobile dealers located in the Companys market
areas. Indirect loans were $98.1 million, or 55.5% of the consumer loan portfolio and
16.6% of the total loan portfolio at March 31, 2005. At December 31, 2004, indirect loans
were $97.9 million, or 56.5% of the consumer loan portfolio and 16.9% of the total loan
portfolio.

14

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Loan
Portfolio Composition. The Company originates a wide variety of loans including
commercial, real estate and consumer loans. The following table sets forth the
Companys loan portfolio composition by type of loan:

|                                   | March 31, 2005 | December 31, 2004
|---------------------------------- | -------------- | -----------------
|
|Commercial                         |                |                  
|Real estate mortgages:             |                |                  
|One-to-four family residential (1) |                |                  
|Commercial                         |                |                  
|                                   |                |                  
|Total real estate mortgages        |                |                  
|Real estate construction:          |                |                  
|One-to-four family residential     |                |                  
|Multi-family and commercial        |                |                  
|                                   |                |                  
|Total real estate construction     |                |                  
|Consumer:                          |                |                  
|Indirect                           |                |                  
|Direct                             |                |                  
|                                   |                |                  
|Total consumer                     |                |                  
|                                   |                |                  
|Subtotal                           |                |                  
|Less: allowance for loan losses    |                |                  
|Deferred loan fees, net            |                |                  
|                                   |                |                  
|Total loans, net                   |                |                  
|                                   |                |                  

(1) Excludes loans held for sale.

Allowance
for Loan Losses. The Company increased its allowance for loan losses to $8.1 million at
March 31, 2005 representing 1.36% of loans (excluding loans held for sale), from $7.9
million or 1.36% of loans (excluding loans held for sale) at December 31, 2004.

The
following table sets forth the changes in the Companys allowance for loan losses:

|                               | Three Months Ended March 31
|------------------------------ | ---------------------------
|
|Balance at beginning of period |                            
|Charge-offs:                   |                            
|Commercial                     |                            
|Real estate                    |                            
|Consumer                       |                            
|Direct                         |                            
|Indirect                       |                            
|                               |                            
|Total charge-offs              |                            
|                               |                            

15

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|(Continued)                                            | Three Months Ended March 31
|------------------------------------------------------ | ---------------------------
|
|Recoveries:                                            |                            
|Commercial                                             |                            
|Real estate                                            |                            
|Consumer                                               |                            
|Direct                                                 |                            
|Indirect                                               |                            
|                                                       |                            
|Total recoveries                                       |                            
|                                                       |                            
|Net charge-offs                                        |                            
|Provision for loan losses                              |                            
|                                                       |                            
|Balance at end of period                               |                            
|                                                       |                            
|                                                       |                            
|Indirect net charge-offs to average indirect loans (2) |                            
|Other net charge-offs to average other loans (1) (2)   |                            
|Net charge-offs to average loans (1) (2)               |                            
|                                                       |                            
|(1) Excludes loans held for sale                       |                            
|(2) Net charge-offs are annualized                     |                            

Net loan
charge-offs attributed to indirect loans were $236,000, representing 68.2% of net consumer
charge-offs during the first quarter of 2005, compared to $290,000 or 77.1% of net
consumer charge-offs for the like period in 2004.

The
allowance for loan losses is maintained at a level considered adequate by management to
provide for anticipated loan losses based on managements assessment of various
factors affecting the loan portfolio. This includes a review of problem loans, general
business and economic conditions, seasoning of the loan portfolio, bank regulatory
examination results and findings of internal credit examiners, loss experience and an
overall evaluation of the quality of the underlying collateral. Management reviews the
allowance quarterly. The allowance is increased by provisions charged to operations and
reduced by loans charged off, net of recoveries.

While
management believes that it uses the best information available to determine the allowance
for loan losses, unforeseen market conditions could result in adjustments to the allowance
for loan losses, and net income could be significantly affected if circumstances differ
substantially from the assumptions used in making the final determination. Management
anticipates that normal growth of the loan portfolio may require continued increases in
the allowance for loan losses.

Nonperforming
Assets. Nonperforming loans decreased to $2.7 million, or 0.45% of loans (excluding loans
held for sale), at March 31, 2005 from $2.8 million, or 0.48% of loans (excluding loans
held for sale), at December 31, 2004. The current allowance for loan losses of $8.1
million represents 303.28% of nonperforming loans as compared to 281.05% of nonperforming
loans at December 31, 2004. Total impaired loans were $2.7 million at March 31, 2005,
compared to $3.4 million at December 31, 2004.

16

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The
following table sets forth an analysis of the composition of the Companys
nonperforming assets:

|(Dollars in thousands)                                                | March 31, 2005 | December 31, 2004
|--------------------------------------------------------------------- | -------------- | -----------------
|Nonaccrual loans                                                      |                |                  
|Restructured loans                                                    |                |                  
|                                                                      |                |                  
|Total nonperforming loans                                             |                |                  
|Other real estate owned                                               |                |                  
|                                                                      |                |                  
|Total nonperforming assets                                            |                |                  
|                                                                      |                |                  
|Impaired loans                                                        |                |                  
|Total impaired loans (1)                                              |                |                  
|                                                                      |                |                  
|Accruing loans past due > 90 days                                     |                |                  
|                                                                      |                |                  
|Potential problem loans                                               |                |                  
|Allowance for loan losses                                             |                |                  
|                                                                      |                |                  
|Nonperforming loans to loans (2)                                      |                |                  
|Allowance for loan losses to loans (2)                                |                |                  
|Allowance for loan losses to nonperforming loans                      |                |                  
|Allowance for loan losses to nonperforming assets                     |                |                  
|Nonperforming assets to total assets                                  |                |                  
|                                                                      |                |                  
|                                                                      |                |                  
|(1) A change in presentation of impaired loans from December 31, 2004 |                |                  
|(2) Excludes loans held for sale                                      |                |                  

Premises
and Equipment. Premises and equipment, net of depreciation, was $21.0 million at March 31,
2005 and $20.4 million at December 31, 2004. The Company sold the former operations
building located in Oak Harbor, Washington, earning a nominal gain of $95,000 during the
first quarter of 2005. In addition, the Company made leasehold improvements to the new
Friday Harbor branch location during the first three months of 2005.

The
Company has purchased property in the Burlington, WA area to protect the ingress and
egress of the Companys existing branch facility.

Other
Assets. Other assets were $8.8 million and $7.2 million at March 31, 2005 and December 31,
2004, respectively. The balances reflect the interest accrual on loans and investments and
an increase to deferred tax assets. Offsetting these increases, the Company recorded, at
amortized cost, a valuation allowance of $85,000 and disposed of $266,000 in other real
estate owned properties (OREO) during the first three months of 2005.

Deposits.
          Deposits grew 4.4% to $587.5 million at March 31, 2005 from $563.0 million at
          December 31, 2004. Certificates of deposit are the only deposit group that has
          stated maturity dates. At March 31, 2005, the Company had $213.5 million in CDs,
          of which approximately $79.0 million, or 37.0%, are scheduled to mature within
          one year. To date, the Company has not accepted brokered deposits. It has made a
          concerted effort to attract deposits in the market area it serves through
          competitive pricing and delivery of quality service. Historically, the Company
          has been able to retain a considerable amount of its deposits as they mature.

Noninterest-bearing
deposits increased by 10.4% in the first quarter of 2005 compared to the first quarter of
2004. For the same period, total interest bearing deposits increased 3.4%, while the
weighted average offering rate increased as a result of the Companys objective to
remain competitive and increase its market share of deposits.

Savings
deposits and CDs represented 11.4% and 42.6%, respectively, of total interest-bearing
deposits at March 31, 2005 compared to 11.5% and 43.3%, respectively, at December 31,
2004. All interest-bearing deposit products increased during the first quarter of 2005 as
management focused on establishing customer relationships and attracting deposits.

17

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Other
Borrowings. The Company reduced its other borrowed funds by $13.0 million for the first
three months of 2005 from year-end 2004. All reductions consisted of Federal Home Loan
Bank (FHLB) overnight borrowings. At March 31, 2005 the Company had a line of
credit with the FHLB of $100.5 million, of which $9.0 million was FHLB overnight cash
management borrowings and a $5.0 million long-term advance that will mature in the second
quarter of 2005. The Company also had unused lines of credit with correspondent banks in
the amount of $27.0 million at March 31, 2005.

Off-Balance
Sheet Items. WBCO is a party to financial instruments with off-balance-sheet risk. Among
the off-balance sheet items entered into in the ordinary course of business are
commitments to extend credit and the issuance of letters of credit. These instruments
involve, to varying degrees, elements of credit and interest rate risk in excess of the
amounts recognized on the balance sheet. Certain commitments are collateralized. As of
March 31, 2005 and December 31, 2004, the Companys commitments under letters of
credit and financial guarantees amounted to $917,000 and $467,000, respectively. Since
many of the commitments are expected to expire without being drawn upon, these total
commitment amounts do not necessarily represent future cash requirements.

Shareholders
Equity. The Companys shareholders equity increased to $51.2 million at March
31, 2005 from $49.6 million at December 31, 2004. This increase is due to net income of
$2.0 million, proceeds from stock options exercised in the amount of $64,000, stock option
compensation of $6,000, offset by the payment of cash dividends of $395,000 and an
unrealized loss on available-for-sale securities, net of tax, of $134,000 during the first
three months of 2005. Shareholders equity to total assets was 7.6% at March 31, 2005
compared to 7.5% at December 31, 2004.

Liquidity and Sources of
Funds

Sources
of Funds. The Companys sources of funds are customer deposits, loan repayments,
current earnings, cash and demand balances due from other banks, federal funds, short-term
investments, investment securities available for sale and trust preferred securities. The
Companys strategy includes maintaining a well-capitalized status for
regulatory purposes, while maintaining a favorable liquidity position and proper
asset/liability mix. With this strategy in mind, management anticipates that the Bank will
rely primarily upon customer deposits and investments to provide liquidity in 2005. These
funds will be used for loan originations and deposit withdrawals, to satisfy other
financial commitments and to support continuing operations. Additional funds are available
through established FHLB and correspondent bank lines of credit, which the Company may use
to supplement funding sources.

Capital and Capital Ratios

Banking
regulations require bank holding companies and banks to maintain a minimum leverage ratio
of core capital to adjusted average total assets of at least 4%. In addition, banking
regulators have adopted risk-based capital guidelines, under which risk percentages are
assigned to various categories of assets and off-balance sheet items to calculate a
risk-adjusted capital ratio. Tier I capital generally consists of common
shareholders equity (which does not include unrealized gains and losses on
securities), less goodwill and certain identifiable intangible assets, while Tier II
capital includes the allowance for loan losses and subordinated debt, both subject to
certain limitations.

18

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The
FDIC established the qualifications necessary to be classified as a
well-capitalized bank, primarily for assignment of FDIC insurance premium
rates. As the following table indicates, the Bank qualified as
well-capitalized at March 31, 2005 and December 31, 2004:

|                                | Regulatory Requirements | Actual Ratios
|------------------------------- | ----------------------- | -------------
|
|Total risk-based capital ratio  |                         |              
|Consolidated                    |                         |              
|Whidbey Island Bank             |                         |              
|Tier 1 risk-based capital ratio |                         |              
|Consolidated                    |                         |              
|Whidbey Island Bank             |                         |              
|Leverage ratio                  |                         |              
|Consolidated                    |                         |              
|Whidbey Island Bank             |                         |              

There
can be no assurance that additional capital will not be required in the near future due to
greater-than-expected growth, unforeseen expenses or revenue shortfalls, or otherwise.

Capital Expenditures and
Commitments

The
Company entered into an option to purchase agreement for a 70,000 square-foot property
located in the Smokey Point / Arlington, WA area for the purpose of relocating the Smokey
Point branch, which is currently in leased space.

Significant Accounting
Policies

See Notes to Condensed
Consolidated Financial Statements.

Item 3.    
Quantitative and Qualitative Disclosures about Market Risk

At
March 31, 2005, based on the measures used to monitor and manage interest rate risk, there
had not been a material change in the Companys interest rate risk since December 31,
2004. Should rates increase, the Company may, or may not be negatively impacted due to its
current slightly liability sensitive position. For additional information, refer to the
Companys Form 10-K for year ended December 31, 2004 filed with the SEC on March 25,
2005.

Item 4.    
 Controls and Procedures

As
of the end of the period covered by this report, management evaluated the effectiveness of
the design and operation of its disclosure controls and procedures. The principal
executive and financial officers supervised and participated in this evaluation. Based on
this evaluation, the chief executive and financial officer each concluded that the
Companys disclosure controls and procedures are effective in timely alerting them to
material information required to be included in the periodic reports to the SEC. The
design of any system of controls is based in part upon various assumptions about the
likelihood of future events, and there can be no assurance that any of the Companys
plans, products, services or procedures will succeed in achieving their intended goals
under future conditions. In addition, there have been no significant changes in the
internal controls or in other factors known to management that could significantly affect
the internal controls subsequent to the most recent evaluation. Management found no facts
that would require WBCO to take any corrective actions with regard to significant
deficiencies or material weaknesses.

19

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PART II  OTHER
INFORMATION

Item 1.   Legal Proceedings

The
Company may be involved in legal proceedings in the regular course of business. At this
time, management does not believe that there is pending litigation resulting in an
unfavorable outcome of which would result in a material adverse change to the
Companys financial condition, results of operations or cash flows.

Item 2.   Unregistered
Sales of Equity Securities and Use of Proceeds

(a) (c) None

Item 3.   Defaults Upon
Senior Securities

None

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

No
matters were submitted to a vote of the Companys security holders in the quarter
ended March 31, 2005.

Item 5.   Other Information

|(a) |  | Not applicable
|--- |  | --------------

|(b) |  | There have been no material changes in the procedures for shareholders to
          nominate directors to the Companys board.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------

Item 6.   Exhibits

Exhibits

31.1     Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(a) and Section 302 of the                    
 Sarbanes Oxley Act of 2002

31.2     Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(a) and Section 302 of the                    
Sarbanes Oxley Act of 2002

32.1     Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the                    
Sarbanes Oxley Act of 2002, 18 U.S.C. Section 1350

32.2     Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the                    
Sarbanes Oxley Act of 2002, 18 U.S.C. Section 1350

20

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SIGNATURES

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

WASHINGTON BANKING
COMPANY

|Date: May 13, 2005 | By | /s/  Michal D. Cann                                                 
|------------------ | -- | --------------------------------------------------------------------
|                   |    |                                                                     
|                   |    | Michal D. Cann
      President and
  Chief Executive Officer        
|                   |    |                                                                     
|Date: May 13, 2005 | By | /s/ Richard A. Shields                                              
|                   |    |                                                                     
|                   |    | Richard A. Shields
Senior Vice President and
Chief Financial Officer

21

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