Item 8.01 Other Events.

On September 4, 2009, Washington Banking Company issued a press release announcing the filing of a shelf registration statement on Form S-3 with the Securities and Exchange Commission. The shelf registration statement, when declared effective by the SEC, will allow the Company to raise capital from time to time, up to an aggregate of $75 million. Specific terms, prices and securities will be determined at the time of each offering under a separate prospectus supplement to be filed with the SEC at the time of the offering. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.

The information in this Form 8-K and the attached Exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
99.1 Press Release