UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or l5 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2005

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

Washington
(State or other jurisdiction of incorporation)

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

450 Bayshore Drive
Oak Harbor, WA 98277
(Address of principal executive offices) (Zip Code)

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

No Change
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Effective May 6, 2005, The Company entered into an employment agreement with Mr. Michal D. Cann, President and Chief Executive Officer. A copy of the employment agreement is attached hereto as Exhibit 10.1.

Effective May 6, 2005, The Company entered into an employment agreement with Mr. Richard A. Shields, Executive Vice President and Chief Financial Officer. A copy of the employment agreement is attached hereto as Exhibit 10.2.

Effective May 6, 2005, The Company entered into an employment agreement with Mr. John L. Wagner, Executive Vice President and Chief Operating Officer. A copy of the employment agreement is attached hereto as Exhibit 10.3.

SIGNATURES

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

		WASHINGTON BANKING COMPANY
Date: May 6, 2005	By:	/s/ Michal D. Cann
		Michal D. Cann President and Chief Executive Officer