As filed with the Securities and Exchange Commission on December 22, 1998.

                                            Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             WASHINGTON MUTUAL, INC.
             (Exact name of registrant as specified in its charter)

               Washington                                91-1653725
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)               Identification Number)

                                1201 Third Avenue
                            Seattle, Washington 98101
              (Address of principal executive officers) (Zip Code)

          WASHINGTON MUTUAL AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                     WASHINGTON MUTUAL RESTRICTED STOCK PLAN
               WASHINGTON MUTUAL EMPLOYEES' STOCK PURCHASE PROGRAM
         WASHINGTON MUTUAL, INC. RETIREMENT SAVINGS AND INVESTMENT PLAN
                       WASHINGTON MUTUAL, INC. WAMU SHARES
                            JANUARY 1999 WAMU SHARES
                            (Full title of the Plans)

                                 Marc R. Kittner
                             Deputy General Counsel
                             Washington Mutual, Inc.
                                1201 Third Avenue
                            Seattle, Washington 98101
                                 (206) 461-2000
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                                 David R. Wilson
                         Foster Pepper & Shefelman PLLC
                          1111 Third Avenue, Suite 3400
                            Seattle, Washington 98101
                                 (206) 447-4400
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------- --------------------- --------------------- ------------------- ---------------------
            TITLE OF                     AMOUNT           PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
           SECURITIES                    TO BE             OFFERING PRICE     AGGREGATE OFFERING      REGISTRATION
      TO BE REGISTERED (1)         REGISTERED (2)(3)       PER SHARE (4)           PRICE(4)               FEE
--------------------------------- --------------------- --------------------- ------------------- ---------------------
--------------------------------- --------------------- --------------------- ------------------- ---------------------
   <S>                                      <C>             <C>                  <C>                  <C>
   Common Stock, no par value               20,737,855      $33.8890(4)          $702,785,553         $195,374.39
--------------------------------- --------------------- --------------------- ------------------- ---------------------
</TABLE>

     (1) Includes  associated  Rights to purchase  shares of the Common Stock of
Washington Mutual, Inc. ("Washington Mutual" or the "Registrant"),  which Rights
are neither  currently  separable  from the shares of Common Stock nor currently
exercisable.

     The Exhibit Index appears  after the  Signature  Page of this  Registration
Statement.

<PAGE>


     (2) Represents (i) 12,000,000  shares issuable under the Washington  Mutual
Amended  and  Restated  1994 Stock  Option Plan (the "Stock  Option  Plan"),  as
amended and restated as of February 17, 1998;  (ii)  1,050,000  shares  issuable
under the Washington Mutual,  Stock Plan, as amended and restated as of February
18, 1997 (the  "Restricted  Stock Plan");  (iii) 7,855 shares issuable under the
Washington Mutual Employees' Stock Purchase Program (the "ESPP"); (iv) 1,080,000
shares  issuable  under the  Washington  Mutual,  Inc.  Retirement  Savings  and
Investment Plan (the "RSIP");  (v) 3,300,000  shares  issuable under  Washington
Mutual,  Inc. WAMU Shares ("WAMU  Shares");  and (vi) 3,300,000  shares issuable
under  January  1999  WAMU  Shares  ("1999  WAMU  Shares").  The  figure in (iv)
represents a good faith  estimate of the  aggregate  number of shares to be sold
pursuant  to the RSIP.  Does not  include  6,421,554  shares  issued or issuable
pursuant to the Stock Option Plan, the  Restricted  Stock Plan, the ESPP and the
RSIP and any shares  issued or issuable in respect of such shares as a result of
a 3-for-2 stock split of the Common Stock  effective  June 1, 1998, all of which
shares the Company previously registered pursuant to Registration  Statement No.
33-86840, as amended.

     (3) There is also  registered  pursuant to Rule 416(a) under the Securities
Act of 1933,  as  amended  (the  "Securities  Act") an  undetermined  number  of
additional  shares  of  Common  Stock  that may be sold in  accordance  with the
provisions of the plans named in footnote (1) to prevent dilution as a result of
stock splits, stock dividends or similar transactions.  There is also registered
pursuant to Rule  416(c)  under the  Securities  Act an  undetermined  number of
interests to be offered or sold pursuant to the RSIP.

     (4) Estimated pursuant to Rules 457(c) and (h) of the Securities Act solely
for purposes of  calculating  the amount of the  registration  fee. The proposed
maximum  offering  price per share of Common Stock is based upon (i) an exercise
price  per  share of  $39.9167  as to  3,300,000  shares  issuable  pursuant  to
outstanding  and unexercised  options under WAMU Shares;  (ii) an exercise price
per share of $32.8750 as to 3,300,000  shares  issuable  pursuant to outstanding
and  unexercised  options  under 1999 WAMU  Shares;  and (iii) as to  14,137,855
shares not  subject to  options,  the average of the high price and low price of
the Common  Stock as  reported by the New York Stock  Exchange  on December  15,
1998.

     Unless  otherwise  indicated,   all  share  amounts  in  this  Registration
Statement  are as  adjusted  for a  3-for-2  stock  split  of the  Common  Stock
effective June 1, 1998.


                           INCORPORATION BY REFERENCE

     Pursuant  to  General  Instruction  E to  Form  S-8,  the  contents  of the
Registration  Statement filed by Washington Mutual, Inc. ("Washington Mutual" or
the "Registrant") under Registration No. 33-86840,  as amended,  with respect to
securities offered pursuant to the Stock Option Plan, the Restricted Stock Plan,
the ESPP and the RSIP, are incorporated by reference herein.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Rule 428 under the Securities Act and the  instructional
Note to Part I of Form S-8, the information  specified in Part I of Form S-8 has
been omitted from this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     Washington Mutual and the Washington  Mutual,  Inc.  Retirement Savings and
Investment  Plan  (the  "RSIP")  hereby   incorporate  by  reference  into  this
Registration  Statement the documents  listed below. In addition,  all documents
subsequently  filed  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof from the date of filing of such documents:

     (a)  Washington  Mutual's  Annual  Report on Form 10-K for the fiscal  year
ended  December 31, 1997,  as amended by Forms 10-K/A dated April 1 and June 30,
1998, file no. 0-25188;

     (b) The  RSIP's  Annual  Report  on Form  11-K for the  fiscal  year  ended
December 31, 1997, file no. 0-25188;

     (c) All other reports filed by Washington  Mutual pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Annual Report to which paragraph (a) of this item refers; and

     (e) The description of Washington  Mutual's Common Stock, no par value, and
its  Common  Stock  Purchase   Rights   contained  in  Item  1  of  Registrant's
Registration Statements on Form 8-A filed December 3, 1998, file no. 1-14667.

     Item 4. Description of Securities.

     Not applicable.



<PAGE>


     Item 5. Interests of Named Experts and Counsel.

     The  validity  of the  shares  offered  hereby  will  be  passed  upon  for
Washington  Mutual by Foster Pepper & Shefelman PLLC,  1111 Third Avenue,  Suite
3400, Seattle, Washington 98101-3299.  Members of Foster Pepper & Shefelman PLLC
and other attorneys  employed by the firm that have provided advice with respect
to this  matter in the  aggregate  owned  29,666  shares  of Common  Stock as of
December 15, 1998.

     Item 6.  Indemnification of Directors and Officers. . Section 23B.08.320 of
the Washington  Business  Corporation Act (the "Corporation  Act") provides that
the  personal  liability  of  directors  to a  corporation  imposed  by  Section
23B.08.310  of  the  Corporation  Act  may be  eliminated  by  the  articles  of
incorporation  of the  corporation,  except  in the  case of  acts or  omissions
involving certain types of conduct.  At Article XIII of its Restated Articles of
Incorporation,  Washington  Mutual has elected to  eliminate  the  liability  of
directors to Washington  Mutual to the extent permitted by law. Thus, a director
of  Washington  Mutual  is not  personally  liable to  Washington  Mutual or its
shareholders  for  monetary  damages  for  conduct  as a  director,  except  for
liability of the director  (i) for acts or  omissions  that involve  intentional
misconduct by the director or a knowing  violation of law by the director,  (ii)
for conduct  violating  Section  23B.08.310 of the Corporation Act, or (iii) for
any  transaction  from which the director will  personally  receive a benefit in
money,  property or services to which the director is not legally  entitled.  If
Washington law is amended to authorize  corporate action that further eliminates
or limits the  liability of directors,  then the liability of Washington  Mutual
directors  will be  eliminated  or limited to the fullest  extent  permitted  by
Washington law, as so amended.

     Section  23B.08.560 of the  Corporation  Act provides that if authorized by
(i) the  articles  of  incorporation,  (ii) a bylaw  adopted or  ratified by the
shareholders,  or (iii) a resolution  adopted or  ratified,  before or after the
event,  by the  shareholders,  a  corporation  will have the power to  indemnify
directors  made  party to a  proceeding,  or to  obligate  itself to  advance or
reimburse  expenses incurred in a proceeding,  without regard to the limitations
on  indemnification  contained in Sections  23B.08.510 through 23B.08.550 of the
Corporation  Act,  provided that no such indemnity  shall indemnify any director
(i) for acts or omissions that involve intentional misconduct by the director or
a knowing  violation of law by the director,  (ii) for conduct violating Section
23B.08.310 of the Corporation  Act, or (iii) for any transaction  from which the
director  will  personally  receive a benefit in money,  property or services to
which the director is not legally entitled.

     Pursuant  to  Article  X  of  Washington   Mutual's  Restated  Articles  of
Incorporation and Article VIII of Washington Mutual's Bylaws,  Washington Mutual
must, subject to certain exceptions,  indemnify and defend its directors against
any expense,  liability or loss arising from or in connection with any actual or
threatened action,  suit or proceeding relating to service for or at the request
of  Washington  Mutual,  including  without  limitation,   liability  under  the
Securities Act.  Washington Mutual is not permitted to indemnify a director from
or on account of acts or omissions of such director  which are finally  adjudged
to be intentional  misconduct,  or from or on account of conduct in violation of
RCW  23B.08.310,  or a knowing  violation  of the law from or on  account of any
transaction  with  respect to which it is finally  adjudged  that such  director
received a benefit in money,  property  or  services  to which he or she was not
entitled.  If Washington law is amended to authorize further  indemnification of
directors,  then Washington Mutual directors shall be indemnified to the fullest
extent permitted by Washington law, as so amended.  Also,  pursuant to Article X
of Washington  Mutual's  Restated  Articles of Incorporation and Article VIII of
Washington  Mutual's Bylaws,  Washington Mutual may, by action of the Washington
Mutual Board,  provide  indemnification and pay expenses to officers,  employees
and agents of  Washington  Mutual or  another  corporation,  partnership,  joint
venture,  trust or other  enterprise  with the same  scope  and  effect as above
described in relation to directors.  Insofar as indemnification  for liabilities
arising  under the  Securities  Act may be permitted to  directors,  officers or
persons  controlling  Washington  Mutual  pursuant to the  provisions  described
above, Washington Mutual has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     (a) The Exhibits to this registration  statement are listed in the Index to
Exhibits after the signature page of this Registration Statement.

     (b) Registrant has submitted the RSIP and will submit any amendment thereto
to the Internal  Revenue  Service  ("IRS") in a timely  manner and will make all
changes  required  by the IRS in order to qualify  the RSIP  under the  Internal
Revenue Code of 1986, as amended.

     Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i) To include any  prospectus  required by section  10(a)(3) of Securities
Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Seattle, State of Washington on this 15th day of
December, 1998.

                                      WASHINGTON MUTUAL, INC.


                                  By: /s/ Kerry K. Killinger
                                      Kerry K. Killinger
                                      President and Chief Executive Officer

                                Power of Attorney

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Kerry K. Killinger and Fay L. Chapman, or
either of them, his true and lawful  attorneys-in-fact  and agents,  each acting
alone, with full powers of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities,  to sign any or all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant  to  the   requirement  of  the  Securities  Act  of  1933,   this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.



/s/ Kerry K. Killinger                            December 15, 1998
--------------------------------------------
Kerry K. Killinger
Chairman of the Board of Directors,
Chief Executive Officer and President
(Principal Executive Officer)


/s/ William A. Longbrake                          December 15, 1998
--------------------------------------------
William A. Longbrake
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
<PAGE>
/s/ Richard M. Levy                                December 15, 1998
--------------------------------------------
Richard M. Levy
Senior Vice President and Controller
(Principal Accounting Officer)


/s/ Douglas P. Beighle                             December 15, 1998
--------------------------------------------
Douglas P. Beighle
Director


--------------------------------------------
David Bonderman
Director


--------------------------------------------
J. Taylor Crandall
Director


/s/ Roger H. Eigsti                                December 15, 1998
--------------------------------------------
Roger H. Eigsti
Director


--------------------------------------------
John W. Ellis
Director


/s/ Anne V. Farrell                                December 15, 1998
--------------------------------------------
Anne V. Farrell
Director


/s/ Stephen E. Frank                               December 15, 1998
--------------------------------------------
Stephen E. Frank
Director


/s/ William P. Gerberding                          December 15, 1998
--------------------------------------------
William P. Gerberding
Director

<PAGE>

--------------------------------------------
Enrique Hernandez, Jr.
Director


/s/ Phillip D. Matthews                            December 15, 1998
--------------------------------------------
Phillip D. Matthews
Director


/s/ Samuel B. McKinney                             December 15, 1998
--------------------------------------------
Dr. Samuel B. McKinney
Director


/s/ Michael K. Murphy                              December 15, 1998
--------------------------------------------
Michael K. Murphy
Director


/s/ William G. Reed, Jr.                           December 15, 1998
--------------------------------------------
William G. Reed, Jr.
Director


/s/ Elizabeth A. Sanders                           December 15, 1998
--------------------------------------------
Elizabeth A. Sanders
Director


/s/ William D. Schulte                             December 15, 1998
--------------------------------------------
William D. Schulte
Director


/s/ James H. Stever                                December 15, 1998
--------------------------------------------
James H. Stever
Director


/s/ Willis B. Wood, Jr.                            December 15, 1998
--------------------------------------------
Willis B. Wood, Jr.
Director

<PAGE>
     The Retirement Savings and Investment Plan. Pursuant to the requirements of
the Securities Act, the trustees of the RSIP have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Seattle, State of Washington, on December 15, 1998.

                           WASHINGTON MUTUAL, INC. RETIREMENT
                            SAVINGS AND INVESTMENT PLAN



                           By: /s/ Kerry K. Killinger
                               Kerry K. Killinger
                               Member, RSIP Administrative Committee







<PAGE>

<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS

Exhibit           Description                                                                             Page
<S>               <C>                                                                                     <C>
4.1*              Rights Agreement, dated October 16, 1990.

4.2*              Amendment No. 1 to the Rights Agreement, dated October 31,
1994.

4.3*              Supplement to the Rights Agreement, dated November 29, 1994.

4.4               The Registrant agrees to furnish the Securities and Exchange
                  Commission,  upon request,  with copies of all  instruments 
                  defining  rights of holders of long-term debt of the
                  Registrant and its consolidated subsidiaries.

4.5               Washington Mutual Amended and Restated 1994 Stock Option
                  Plan. (Incorporated by reference to the Registrant's
                  Definitive Proxy Statement on Schedule 14A filed on
                  March 18, 1998, File No. 0-25188.)

4.6               Washington Mutual Restricted Stock Plan. (Incorporated by
                  reference to Registrant's Definitive Proxy Statement on
                  Schedule 14A filed March 12, 1997, File No. 0-25188).

4.7*              Washington Mutual Employees' Stock Purchase Program.

4.8**             Fourth Amendment to the Washington Mutual Employees' Stock
                  Purchase Program.

4.9**             Washington Mutual, Inc. Retirement Savings and Investment Plan.

4.10              Washington Mutual, Inc. WAMU Shares.

4.11              January 1999 WAMU Shares.

5.1               Opinion of Foster Pepper & Shefelman PLLC.

------------------

     * Incorporated by reference to the Registrant's  Current Report on Form 8-K
dated November 29, 1994, File No. 0-25188.

     ** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 22, 1998, File No. 1-14667.


<PAGE>


23.1              Consent of Foster Pepper & Shefelman PLLC. (Included as
                  part of their Opinion listed as Exhibit 5.1.)

23.2              Consent of Deloitte & Touche LLP.

23.3              Consent of PricewaterhouseCoopers LLP.

23.4              Consent of KPMG Peat Marwick LLP.

24                Power of Attorney. (Included on the signature page hereof).

</TABLE>
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{"company-data": {"conformed-name": "WASHINGTON MUTUAL INC", "cik": "0000933136", "assigned-sic": "6036", "irs-number": "911653725", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69503", "film-number": "98773958"}, "business-address": {"street1": "1201 THIRD AVENUE", "street2": "SUITE 1500", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "2064612000"}, "mail-address": {"street1": "1201 THIRD AVE", "street2": "SUITE 1500", "city": "SEATTLE", "state": "WA", "zip": "98101"}}
As filed with the Securities and Exchange Commission on December 22, 1998.

                                            Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             WASHINGTON MUTUAL, INC.
             (Exact name of registrant as specified in its charter)

               Washington                                91-1653725
      (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)               Identification Number)

                                1201 Third Avenue
                            Seattle, Washington 98101
              (Address of principal executive officers) (Zip Code)

          WASHINGTON MUTUAL AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                     WASHINGTON MUTUAL RESTRICTED STOCK PLAN
               WASHINGTON MUTUAL EMPLOYEES' STOCK PURCHASE PROGRAM
         WASHINGTON MUTUAL, INC. RETIREMENT SAVINGS AND INVESTMENT PLAN
                       WASHINGTON MUTUAL, INC. WAMU SHARES
                            JANUARY 1999 WAMU SHARES
                            (Full title of the Plans)

                                 Marc R. Kittner
                             Deputy General Counsel
                             Washington Mutual, Inc.
                                1201 Third Avenue
                            Seattle, Washington 98101
                                 (206) 461-2000
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                                 David R. Wilson
                         Foster Pepper & Shefelman PLLC
                          1111 Third Avenue, Suite 3400
                            Seattle, Washington 98101
                                 (206) 447-4400
CALCULATION OF REGISTRATION FEE
--------------------------------- --------------------- --------------------- ------------------- ---------------------
            TITLE OF                     AMOUNT           PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
           SECURITIES                    TO BE             OFFERING PRICE     AGGREGATE OFFERING      REGISTRATION
      TO BE REGISTERED (1)         REGISTERED (2)(3)       PER SHARE (4)           PRICE(4)               FEE
--------------------------------- --------------------- --------------------- ------------------- ---------------------
--------------------------------- --------------------- --------------------- ------------------- ---------------------
Common Stock, no par value               20,737,855      $33.8890(4)          $702,785,553         $195,374.39
--------------------------------- --------------------- --------------------- ------------------- ---------------------
(1) Includes  associated  Rights to purchase  shares of the Common Stock of
Washington Mutual, Inc. ("Washington Mutual" or the "Registrant"),  which Rights
are neither  currently  separable  from the shares of Common Stock nor currently
exercisable.

     The Exhibit Index appears  after the  Signature  Page of this  Registration
Statement.
(2) Represents (i) 12,000,000  shares issuable under the Washington  Mutual
Amended  and  Restated  1994 Stock  Option Plan (the "Stock  Option  Plan"),  as
amended and restated as of February 17, 1998;  (ii)  1,050,000  shares  issuable
under the Washington Mutual,  Stock Plan, as amended and restated as of February
18, 1997 (the  "Restricted  Stock Plan");  (iii) 7,855 shares issuable under the
Washington Mutual Employees' Stock Purchase Program (the "ESPP"); (iv) 1,080,000
shares  issuable  under the  Washington  Mutual,  Inc.  Retirement  Savings  and
Investment Plan (the "RSIP");  (v) 3,300,000  shares  issuable under  Washington
Mutual,  Inc. WAMU Shares ("WAMU  Shares");  and (vi) 3,300,000  shares issuable
under  January  1999  WAMU  Shares  ("1999  WAMU  Shares").  The  figure in (iv)
represents a good faith  estimate of the  aggregate  number of shares to be sold
pursuant  to the RSIP.  Does not  include  6,421,554  shares  issued or issuable
pursuant to the Stock Option Plan, the  Restricted  Stock Plan, the ESPP and the
RSIP and any shares  issued or issuable in respect of such shares as a result of
a 3-for-2 stock split of the Common Stock  effective  June 1, 1998, all of which
shares the Company previously registered pursuant to Registration  Statement No.
33-86840, as amended.

     (3) There is also  registered  pursuant to Rule 416(a) under the Securities
Act of 1933,  as  amended  (the  "Securities  Act") an  undetermined  number  of
additional  shares  of  Common  Stock  that may be sold in  accordance  with the
provisions of the plans named in footnote (1) to prevent dilution as a result of
stock splits, stock dividends or similar transactions.  There is also registered
pursuant to Rule  416(c)  under the  Securities  Act an  undetermined  number of
interests to be offered or sold pursuant to the RSIP.

     (4) Estimated pursuant to Rules 457(c) and (h) of the Securities Act solely
for purposes of  calculating  the amount of the  registration  fee. The proposed
maximum  offering  price per share of Common Stock is based upon (i) an exercise
price  per  share of  $39.9167  as to  3,300,000  shares  issuable  pursuant  to
outstanding  and unexercised  options under WAMU Shares;  (ii) an exercise price
per share of $32.8750 as to 3,300,000  shares  issuable  pursuant to outstanding
and  unexercised  options  under 1999 WAMU  Shares;  and (iii) as to  14,137,855
shares not  subject to  options,  the average of the high price and low price of
the Common  Stock as  reported by the New York Stock  Exchange  on December  15,
1998.

     Unless  otherwise  indicated,   all  share  amounts  in  this  Registration
Statement  are as  adjusted  for a  3-for-2  stock  split  of the  Common  Stock
effective June 1, 1998.

                           INCORPORATION BY REFERENCE

     Pursuant  to  General  Instruction  E to  Form  S-8,  the  contents  of the
Registration  Statement filed by Washington Mutual, Inc. ("Washington Mutual" or
the "Registrant") under Registration No. 33-86840,  as amended,  with respect to
securities offered pursuant to the Stock Option Plan, the Restricted Stock Plan,
the ESPP and the RSIP, are incorporated by reference herein.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Rule 428 under the Securities Act and the  instructional
Note to Part I of Form S-8, the information  specified in Part I of Form S-8 has
been omitted from this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     Washington Mutual and the Washington  Mutual,  Inc.  Retirement Savings and
Investment  Plan  (the  "RSIP")  hereby   incorporate  by  reference  into  this
Registration  Statement the documents  listed below. In addition,  all documents
subsequently  filed  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof from the date of filing of such documents:

     (a)  Washington  Mutual's  Annual  Report on Form 10-K for the fiscal  year
ended  December 31, 1997,  as amended by Forms 10-K/A dated April 1 and June 30,
1998, file no. 0-25188;

     (b) The  RSIP's  Annual  Report  on Form  11-K for the  fiscal  year  ended
December 31, 1997, file no. 0-25188;

     (c) All other reports filed by Washington  Mutual pursuant to Section 13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
Annual Report to which paragraph (a) of this item refers; and

     (e) The description of Washington  Mutual's Common Stock, no par value, and
its  Common  Stock  Purchase   Rights   contained  in  Item  1  of  Registrant's
Registration Statements on Form 8-A filed December 3, 1998, file no. 1-14667.

     Item 4. Description of Securities.

     Not applicable.
Item 5. Interests of Named Experts and Counsel.

     The  validity  of the  shares  offered  hereby  will  be  passed  upon  for
Washington  Mutual by Foster Pepper & Shefelman PLLC,  1111 Third Avenue,  Suite
3400, Seattle, Washington 98101-3299.  Members of Foster Pepper & Shefelman PLLC
and other attorneys  employed by the firm that have provided advice with respect
to this  matter in the  aggregate  owned  29,666  shares  of Common  Stock as of
December 15, 1998.

     Item 6.  Indemnification of Directors and Officers. . Section 23B.08.320 of
the Washington  Business  Corporation Act (the "Corporation  Act") provides that
the  personal  liability  of  directors  to a  corporation  imposed  by  Section
23B.08.310  of  the  Corporation  Act  may be  eliminated  by  the  articles  of
incorporation  of the  corporation,  except  in the  case of  acts or  omissions
involving certain types of conduct.  At Article XIII of its Restated Articles of
Incorporation,  Washington  Mutual has elected to  eliminate  the  liability  of
directors to Washington  Mutual to the extent permitted by law. Thus, a director
of  Washington  Mutual  is not  personally  liable to  Washington  Mutual or its
shareholders  for  monetary  damages  for  conduct  as a  director,  except  for
liability of the director  (i) for acts or  omissions  that involve  intentional
misconduct by the director or a knowing  violation of law by the director,  (ii)
for conduct  violating  Section  23B.08.310 of the Corporation Act, or (iii) for
any  transaction  from which the director will  personally  receive a benefit in
money,  property or services to which the director is not legally  entitled.  If
Washington law is amended to authorize  corporate action that further eliminates
or limits the  liability of directors,  then the liability of Washington  Mutual
directors  will be  eliminated  or limited to the fullest  extent  permitted  by
Washington law, as so amended.

     Section  23B.08.560 of the  Corporation  Act provides that if authorized by
(i) the  articles  of  incorporation,  (ii) a bylaw  adopted or  ratified by the
shareholders,  or (iii) a resolution  adopted or  ratified,  before or after the
event,  by the  shareholders,  a  corporation  will have the power to  indemnify
directors  made  party to a  proceeding,  or to  obligate  itself to  advance or
reimburse  expenses incurred in a proceeding,  without regard to the limitations
on  indemnification  contained in Sections  23B.08.510 through 23B.08.550 of the
Corporation  Act,  provided that no such indemnity  shall indemnify any director
(i) for acts or omissions that involve intentional misconduct by the director or
a knowing  violation of law by the director,  (ii) for conduct violating Section
23B.08.310 of the Corporation  Act, or (iii) for any transaction  from which the
director  will  personally  receive a benefit in money,  property or services to
which the director is not legally entitled.

     Pursuant  to  Article  X  of  Washington   Mutual's  Restated  Articles  of
Incorporation and Article VIII of Washington Mutual's Bylaws,  Washington Mutual
must, subject to certain exceptions,  indemnify and defend its directors against
any expense,  liability or loss arising from or in connection with any actual or
threatened action,  suit or proceeding relating to service for or at the request
of  Washington  Mutual,  including  without  limitation,   liability  under  the
Securities Act.  Washington Mutual is not permitted to indemnify a director from
or on account of acts or omissions of such director  which are finally  adjudged
to be intentional  misconduct,  or from or on account of conduct in violation of
RCW  23B.08.310,  or a knowing  violation  of the law from or on  account of any
transaction  with  respect to which it is finally  adjudged  that such  director
received a benefit in money,  property  or  services  to which he or she was not
entitled.  If Washington law is amended to authorize further  indemnification of
directors,  then Washington Mutual directors shall be indemnified to the fullest
extent permitted by Washington law, as so amended.  Also,  pursuant to Article X
of Washington  Mutual's  Restated  Articles of Incorporation and Article VIII of
Washington  Mutual's Bylaws,  Washington Mutual may, by action of the Washington
Mutual Board,  provide  indemnification and pay expenses to officers,  employees
and agents of  Washington  Mutual or  another  corporation,  partnership,  joint
venture,  trust or other  enterprise  with the same  scope  and  effect as above
described in relation to directors.  Insofar as indemnification  for liabilities
arising  under the  Securities  Act may be permitted to  directors,  officers or
persons  controlling  Washington  Mutual  pursuant to the  provisions  described
above, Washington Mutual has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     (a) The Exhibits to this registration  statement are listed in the Index to
Exhibits after the signature page of this Registration Statement.

     (b) Registrant has submitted the RSIP and will submit any amendment thereto
to the Internal  Revenue  Service  ("IRS") in a timely  manner and will make all
changes  required  by the IRS in order to qualify  the RSIP  under the  Internal
Revenue Code of 1986, as amended.

     Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i) To include any  prospectus  required by section  10(a)(3) of Securities
Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Seattle, State of Washington on this 15th day of
December, 1998.

                                      WASHINGTON MUTUAL, INC.

                                  By: /s/ Kerry K. Killinger
                                      Kerry K. Killinger
                                      President and Chief Executive Officer

                                Power of Attorney

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Kerry K. Killinger and Fay L. Chapman, or
either of them, his true and lawful  attorneys-in-fact  and agents,  each acting
alone, with full powers of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities,  to sign any or all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite or necessary to be done as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant  to  the   requirement  of  the  Securities  Act  of  1933,   this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

/s/ Kerry K. Killinger                            December 15, 1998
--------------------------------------------
Kerry K. Killinger
Chairman of the Board of Directors,
Chief Executive Officer and President
(Principal Executive Officer)

/s/ William A. Longbrake                          December 15, 1998
--------------------------------------------
William A. Longbrake
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ Richard M. Levy                                December 15, 1998
--------------------------------------------
Richard M. Levy
Senior Vice President and Controller
(Principal Accounting Officer)

/s/ Douglas P. Beighle                             December 15, 1998
--------------------------------------------
Douglas P. Beighle
Director

--------------------------------------------
David Bonderman
Director

--------------------------------------------
J. Taylor Crandall
Director

/s/ Roger H. Eigsti                                December 15, 1998
--------------------------------------------
Roger H. Eigsti
Director

--------------------------------------------
John W. Ellis
Director

/s/ Anne V. Farrell                                December 15, 1998
--------------------------------------------
Anne V. Farrell
Director

/s/ Stephen E. Frank                               December 15, 1998
--------------------------------------------
Stephen E. Frank
Director

/s/ William P. Gerberding                          December 15, 1998
--------------------------------------------
William P. Gerberding
Director
--------------------------------------------
Enrique Hernandez, Jr.
Director

/s/ Phillip D. Matthews                            December 15, 1998
--------------------------------------------
Phillip D. Matthews
Director

/s/ Samuel B. McKinney                             December 15, 1998
--------------------------------------------
Dr. Samuel B. McKinney
Director

/s/ Michael K. Murphy                              December 15, 1998
--------------------------------------------
Michael K. Murphy
Director

/s/ William G. Reed, Jr.                           December 15, 1998
--------------------------------------------
William G. Reed, Jr.
Director

/s/ Elizabeth A. Sanders                           December 15, 1998
--------------------------------------------
Elizabeth A. Sanders
Director

/s/ William D. Schulte                             December 15, 1998
--------------------------------------------
William D. Schulte
Director

/s/ James H. Stever                                December 15, 1998
--------------------------------------------
James H. Stever
Director

/s/ Willis B. Wood, Jr.                            December 15, 1998
--------------------------------------------
Willis B. Wood, Jr.
Director
The Retirement Savings and Investment Plan. Pursuant to the requirements of
the Securities Act, the trustees of the RSIP have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Seattle, State of Washington, on December 15, 1998.

                           WASHINGTON MUTUAL, INC. RETIREMENT
                            SAVINGS AND INVESTMENT PLAN

                           By: /s/ Kerry K. Killinger
                               Kerry K. Killinger
                               Member, RSIP Administrative Committee
INDEX TO EXHIBITS

Exhibit           Description                                                                             Page
4.1*              Rights Agreement, dated October 16, 1990.

4.2*              Amendment No. 1 to the Rights Agreement, dated October 31,
1994.

4.3*              Supplement to the Rights Agreement, dated November 29, 1994.

4.4               The Registrant agrees to furnish the Securities and Exchange
                  Commission,  upon request,  with copies of all  instruments 
                  defining  rights of holders of long-term debt of the
                  Registrant and its consolidated subsidiaries.

4.5               Washington Mutual Amended and Restated 1994 Stock Option
                  Plan. (Incorporated by reference to the Registrant's
                  Definitive Proxy Statement on Schedule 14A filed on
                  March 18, 1998, File No. 0-25188.)

4.6               Washington Mutual Restricted Stock Plan. (Incorporated by
                  reference to Registrant's Definitive Proxy Statement on
                  Schedule 14A filed March 12, 1997, File No. 0-25188).

4.7*              Washington Mutual Employees' Stock Purchase Program.

4.8**             Fourth Amendment to the Washington Mutual Employees' Stock
                  Purchase Program.

4.9**             Washington Mutual, Inc. Retirement Savings and Investment Plan.

4.10              Washington Mutual, Inc. WAMU Shares.

4.11              January 1999 WAMU Shares.

5.1               Opinion of Foster Pepper & Shefelman PLLC.

------------------

     * Incorporated by reference to the Registrant's  Current Report on Form 8-K
dated November 29, 1994, File No. 0-25188.

     ** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated December 22, 1998, File No. 1-14667.
23.1              Consent of Foster Pepper & Shefelman PLLC. (Included as
                  part of their Opinion listed as Exhibit 5.1.)

23.2              Consent of Deloitte & Touche LLP.

23.3              Consent of PricewaterhouseCoopers LLP.

23.4              Consent of KPMG Peat Marwick LLP.

24                Power of Attorney. (Included on the signature page hereof).