Item 8.01 Other Events.

On October 22, 2009, Washington Banking Company announced by press release (attached hereto as Exhibit 99.1) a cash dividend of $0.025 per common share payable November 19, 2009 to shareholders of record on November 3, 2009.

Item 9.01. Financial Statements and Exhibits.

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

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 
 
Dated: October 22, 2009  By: /s/ Richard A. Shields 
       Richard A. Shields 
       EVP and Chief Financial Officer