Edgar Filing: WASHINGTON BANCORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. Two )*

WASHINGTON BANCORP
------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, Par Value $0.01 per share
------------------------------------------------------------------------------
(Title of Class of Securities)

937262103
------------------------------------------------------------------------------
(CUSIP Number)

December 31, 2000
------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON (Entities Only)
	Washington Bancorp Employee Stock Ownership Plan
	IRS I.D. No. 42-1452191
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Not applicable.

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	EP

Page 2 of 15 Pages

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	Mary Levy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849 (as Trustee of ESOP)
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898 (as Trustee of ESOP)

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747 (as Trustee of ESOP)

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747 (as Trustee of ESOP)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	IN

Page 3 of 15 Pages

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	Stan Carlson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849 (as Trustee of ESOP)
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898 (as Trustee of ESOP)

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747 (as Trustee of ESOP)

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747 (as Trustee of ESOP)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	IN

Page 4 of 15 Pages

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	Richard L. Weeks
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849 (as Trustee of ESOP)
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898 (as Trustee of ESOP)

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747 (as Trustee of ESOP)

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747 (as Trustee of ESOP)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	IN

Page 5 of 15 Pages

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	James Gorham
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849 (as Trustee of ESOP)
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898 (as Trustee of ESOP)

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747 (as Trustee of ESOP)

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747 (as Trustee of ESOP)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	IN

Page 6 of 15 Pages

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	Myron Graber
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849 (as Trustee of ESOP)
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898 (as Trustee of ESOP)

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747 (as Trustee of ESOP)

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747 (as Trustee of ESOP)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	IN

Page 7 of 15 Pages

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	Rick Hofer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849 (as Trustee of ESOP)
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898 (as Trustee of ESOP)

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747 (as Trustee of ESOP)

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747 (as Trustee of ESOP)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	IN

Page 8 of 15 Pages

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	Dean Edwards
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849 (as Trustee of ESOP)
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898 (as Trustee of ESOP)

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747 (as Trustee of ESOP)

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747 (as Trustee of ESOP)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	IN

Page 9 of 15 Pages

CUSIP NO. 937262103

1	NAME OF REPORTING PERSON
	J. Richard Wiley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a)
		(b) X
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF	5	SOLE VOTING POWER
SHARES		30,849 (as Trustee of ESOP)
BENEFICIALLY
OWNED BY	6	SHARED VOTING POWER

EACH		20,898 (as Trustee of ESOP)

REPORTING

PERSON WITH	7	SOLE DISPOSITIVE POWER

		51,747 (as Trustee of ESOP)

	8	SHARED DISPOSITIVE POWER

		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,747 (as Trustee of ESOP)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	10.08%
12	TYPE OF REPORTING PERSON
	IN

Page 10 of 15 Pages

ITEM 1(a)	Name of Issuer:
	Washington Bancorp (the "Corporation")
ITEM 1(b)	Address of Issuer's Principal Executive Officers:
	102 East Main Street, Washington, Iowa 52353
ITEM 2(a)	Names of Persons Filing:
	Washington Bancorp, Inc. Employee Stock Ownership Plan (the "ESOP").
	Mary Levy, Stan Carlson, Richard L. Weeks, James Gorham, Myron Graber, Rick Hofer, Dean Edwards and J. Richard Wiley (the "Trustees"), the trustees of the ESOP. The Trustees may also be deemed to beneficially own the shares held by the ESOP.
ITEM 2(b)	Address of Principal Business Office:
	The business address of the ESOP is:
	102 East Main Street, Washington, Iowa 52353
	The business address of the Trustee is:
	102 East Main Street, Washington, Iowa 52353
ITEM 2(c)	Citizenship:
	The Trustees are citizens of the United States.
ITEM 2(d)	Title of Class of Securities:
	Common stock, par value $.01 per share (the "Common Stock").
ITEM 2(e)	CUSIP Number: 937262103
ITEM 3	If this statement is filed pursuant to Section 240.13d-2(b) or (c), check whether the
	person filing is:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	[ ]	Investment company registered under section 8 of the Investment Company
		Act of 1940 (15 U.S.C. 80a-8);
(e)	[ ]	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)	[X]	An employee benefit plan or endowment fund in accordance with Section
		240.13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with Section
		240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings association as defined in Section 3(b) of the Federal Deposit
		Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment
		company under section 3(c)(14) of the Investment Company Act of 1940 (15
		U.S.C. 80a-3)
(j)	[ ]	Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Page 11 of 15 Pages

ITEM 4	Ownership:
	The ESOP holds an aggregate of 51.747 shares of Common Stock (10.08% of the
	outstanding shares). The ESOP has sole voting and dispositive power with respect to
	shares held by it which have not been allocated to participant accounts.
	The Trustees may be deemed to beneficially own the 51,747 shares held by the ESOP.
	However, the Trustees expressly disclaim beneficial ownership of all of such shares.
	Other than the shares held by the ESOP (of which the Trustees expressly disclaim
	beneficial ownership), below is the beneficial ownership of the individual Trustees of
	shares of common stock of the issuer:

Individual Trustee	Beneficial Ownership
Mary Levy	10,157
Stan Carlson	35,297
Richard L. Weeks	21,812
James D. Gorham	3,657
Myron L. Graber	10,252
Rick R. Hofer	11,157
Dean Edwards	3,369
J. Richard Wiley	4,432

	Pursuant to the ESOP, participants in the ESOP are entitled to instruct the Trustees as to
	the voting of the shares allocated to their ESOP accounts. On each issue with respect to
	which shareholders are entitled to vote, the Trustee is required to vote the shares held by
	the ESOP which have not been allocated to participant accounts in the manner directed
	under the ESOP.
ITEM 5.	Ownership of Five Percent or Less of a Class:
	Not Applicable.
ITEM 6.	Ownership of More Than Five Percent on Behalf of Another Person:
	Not Applicable.
ITEM 7	Identification and Classification of the Subsidiary Which Acquired the Security Being
	Reported on by the Parent Holding Company:
	Not Applicable.
ITEM 8	Identification and Classification of Members of the Group:
	Not applicable.
ITEM 9	Notice of Dissolution of Group:
	Not Applicable.

Page 12 of 15 Pages

ITEM 10	Certifications
	By signing below I certify that, to the best of my knowledge and belief, the securities
	referred to above were acquired and are held in the ordinary course of business and were
	not acquired and are not held for the purpose of or with the effect of changing or
	influencing the control of the issuer of the securities and were not acquired and are not
	held in connection with or as a participant in any transaction having that purpose or
	effect.

Page 13 of 15 Pages

Signature:	After reasonable inquiry and to the best of my knowledge and belief, I certify that the
	information set forth in this statement is true, complete and correct.

		WASHINGTON BANCORP EMPLOYEE STOCK OWNERSHIP PLAN
Date: February 9, 2001	By:	/s/ Mary Levy Mary Levy, Director, as Trustee
Date: February 9, 2001	By:	/s/ Stan Carlson Stan Carlson, Director, as Trustee
Date: February 9, 2001	By:	/s/ Richard L. Weeks Richard L. Weeks, Director, as Trustee
Date: February 9, 2001	By:	/s/ James Gorham James Gorham, Director, as Trustee
Date: February 9, 2001	By:	/s/ Myron Graber Myron Graber, Director, as Trustee
Date: February 9, 2001	By:	/s/ Rick Hofer Rick Hofer, Director, as Trustee
Date: February 9, 2001	By:	/s/ Dean Edwards Dean Edwards, Director, as Trustee
Date: February 9, 2001	By:	/s/ J. Richard Wiley J. Richard Wiley, Director, as Trustee

Page 14 of 15 Pages

________________, 2001

Washington Bancorp Employee
Stock Ownership Plan
102 East Main Street
Washington, Iowa 52353

Dear Sir/Madam:

This letter hereby confirms the agreement and understanding between you and the undersigned that the Schedule 13G being filed with the Securities and Exchange Commission on or about this date is being filed on behalf of each of us.

Sincerely,

By:

/s/ Stan Carlson

Stan Carlson
President and CEO
Director

WASHINGTON BANCORP EMPLOYEE
STOCK OWNERSHIP PLAN

By:	/s/ Mary Levy Mary Levy, Director, as Trustee	By:	/s/ Myron Graber Myron Graber, Director, as Trustee
By:	/s/ Stan Carlson Stan Carlson, Director, as Trustee	By:	/s/ Rick Hofer Rick Hofer, Director, as Trustee
By:	/s/ Richard L. Weeks Richard L. Weeks Carlson, Director, as Trustee	By:	/s/ Dean Edwards Dean Edwards, Director, as Trustee
By:	/s/ James Gorham James Gorham, Director, as Trustee	By:	/s/ J. Richard Wiley J. Richard Wiley, Director, as Trustee

Page 15 of 15 Pages