<PAGE>
As filed with the Securities and Exchange Commission on September 23, 1999.
                           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 offices) (Zip Code)

              WASHINGTON MUTUAL DEFERRED COMPENSATION PLAN FOR
             DIRECTORS AND CERTAIN HIGHLY COMPENSATED EMPLOYEES
                           (Full title of the Plan)

                               Fay L. Chapman
                               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:
                              Lawrence J. Steele
                                Gail J. Gordon
                        Foster Pepper & Shefelman PLLC
                        1111 Third Avenue, Suite 3400
                          Seattle, Washington  98101
                               (206) 447-4400

                       CALCULATION OF REGISTRATION FEE
                       --------------------------------
       TITLE OF             AMOUNT        PROPOSED MAXIMUM       AMOUNT OF
      SECURITIES             TO BE        AGGREGATE OFFERING    REGISTRATION
  TO BE REGISTERED (1)   REGISTERED (2)  PRICE PER OBLIGATION       FEE
----------------------   --------------  --------------------   ------------
Deferred Compensation
    Obligations           $24,316,429            100%            $6,759.97

(1)  The Deferred Compensation Obligations are unsecured obligations of
Washington Mutual, Inc., to pay deferred compensation in the future in
accordance with the terms of the Washington Mutual Deferred Compensation Plan
for Directors and Certain Highly Compensated Employees.

(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended.

              Exhibit Index appears after the Signatures page.

<PAGE>

                                 INTRODUCTION

     This Registration Statement on Form S-8 is filed by Washington Mutual,
Inc., a Washington corporation ("Washington Mutual" or the "Registrant"),
relating to $24,316,429 of unsecured obligations of Washington Mutual to pay
deferred compensation in the future in accordance with the terms of the
Washington Mutual Deferred Compensation Plan for Directors and Certain Highly
Compensated Employees (the "Deferred Plan").

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act") and the instructional Note to Part I of Form S-8, the
information specified in Part I of Form S-8 is omitted from this Registration
Statement.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which Washington Mutual previously has filed
with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in, and made a part of, this Registration
Statement:

     (a)     Washington Mutual's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, File No. 1-14667; and

     (b)     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.

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.

     For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement in such document.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.




<PAGE>

ITEM 4.     DESCRIPTION OF SECURITIES.

     Under the Deferred Plan, Washington Mutual will provide directors and
eligible employees (each a "Participant") the opportunity to agree to defer
up to 100% of their cash compensation and, upon the surrender of whole shares
of restricted stock awarded to them as equity compensation under the
Washington Mutual, Inc. Restricted Stock Plan, the value of such restricted
stock as of the date on which restrictions lapse. In addition, Washington
Mutual may make discretionary contributions in the form of bookkeeping
entries on behalf of a Participant.  The obligations of Washington Mutual
under such agreements and with respect to such discretionary contributions
(the "Obligations") will be unsecured general obligations of Washington
Mutual to pay the deferred compensation in the future in accordance with the
terms of the Deferred Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of Washington Mutual from time to time
outstanding. However, because Washington Mutual is a holding company, the
right of Washington Mutual, and hence the right of creditors of Washington
Mutual (including Participants in the Deferred Plan), to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of Washington
Mutual itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries to Washington Mutual
are limited by reserve requirements and affiliated transaction restrictions
under federal and state banking statutes and regulations.

     The Deferred Plan will be administered by the members of the Directors'
Compensation and Stock Option Committee of Washington Mutual's Board of
Directors.  The Compensation and Stock Option Committee may
appoint a Plan Administration Committee to which it may delegate its
administrative functions.   The Plan Administration Committee will have
authority from time to time to make, amend or revoke rules and regulations
governing the Deferred Plan and to give interpretive rulings under it.
Members of the Plan Administration Committee will be eligible to participate
in the Deferred Plan, but no member may vote or take any action as part of
the Plan Administration Committee with respect to his or her benefits or
rights as a Participant under the Deferred Plan.

     The amount of cash compensation to be deferred and the number of whole
shares of restricted stock to be surrendered by each Participant in exchange
for a deferral credit will be determined in accordance with the Deferred Plan
based on elections by each Participant.  Each Obligation will be denominated
in United States dollars and payable in United States dollars on a date or
dates selected by the Participant in accordance with the terms of the
Deferred Plan.


<PAGE>

     Under the Deferred Plan, the Obligation for each Participant will equal
the balance in a bookkeeping account established for such Participant, as
adjusted to reflect discretionary contributions (if any) by Washington
Mutual.  The Participant's account balance will be deemed to be invested
according to an interest method or a stock fund method, or both in the
proportion specified individually by the Participant.  All amounts in a
Participant's account will be adjusted quarterly to reflect the investment
experience of the deemed investment method or methods, including appreciation
or depreciation under the stock fund method.

     The investment return credited to that portion of a Participant's
account allocated to the interest method will be the rate that the Plan
Administration Committee determines in its discretion could be the funds
borrowing rate of Washington Mutual Bank or a comparable financial
institution or public corporation for unsecured junior debt as of January 1
each year.  In making that determination, the Plan Administration Committee
will consider an estimate from at least one nationally-recognized investment
banking firm.  The investment return on that portion of a Participant's
account allocated to the stock fund method will be the rate of return of the
Washington Mutual stock fund under the Washington Mutual, Inc. Retirement
Savings and Investment Plan ("RSIP") during the previous calendar quarter,
subject to adjustment if Washington Mutual common stock represents less than
70 percent of the total value of that fund at the beginning of the current
quarter. A Participant may modify the allocation of his or her account
balance between funds on a quarterly basis.

     Upon a determination by the Plan Administration Committee that a
Participant has suffered an unforeseeable financial emergency, the Committee
may direct Washington Mutual to pay such Participant an amount necessary to
meet the emergency, but not exceeding the aggregate balance of the
Participant's deferral account.

     A Participant's right, or the right of any other person, to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Deferred Plan, by written will, or by the laws of descent and
distribution.

     The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by each Participant, at the
option of Washington Mutual or through operation of a mandatory or optional
sinking fund or analogous provision. However, Washington Mutual reserves the
right to amend or terminate the Deferred Plan at any time, except that no
such amendment or termination shall adversely affect the right of the
Participant to the balance of his or her deferred account as of the date of
such amendment or termination.

     The Obligations are not convertible into another security of Washington
Mutual. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of Washington Mutual. No
trustee has been appointed having the authority to take action with respect
to the Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to
the Obligations and taking action upon default.


<PAGE>

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Foster Pepper & Shefelman PLLC, 1111 Third Avenue, Suite 3400, Seattle,
Washington 98101-3299 will pass upon the validity of the shares offered for
Washington Mutual.  Members of Foster Pepper & Shefelman PLLC and other
attorneys employed by the firm that have provided advice with respect to this
matter owned 20,883 shares of Washington Mutual common stock as of
September 7, 1999.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 23B.08.320 of the Washington Business Corporation Act (the
"Corporation Act") provides that the articles of incorporation of a
corporation may contain provisions that eliminate or limit the personal
liability of a director to the shareholders for monetary damages for conduct
as a director, except in the case of acts or omissions involving certain
types of conduct. At Article XIII of its Restated Articles of Incorporation,
the Registrant has elected to eliminate the liability of directors to the
Registrant to the extent permitted by law. Thus, a director of the Registrant
is not personally liable to the Registrant or its stockholders 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
stockholders, or (iii) a resolution adopted or ratified, before or after the
event, by the stockholders, 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 finally adjudged to be
intentional misconduct by the director or a knowing violation of law by the
director, (ii) for conduct finally adjudged to violate Section 23B.08.310 of
the Corporation Act, or (iii) for any transaction with respect to which it is
finally adjudged that the director personally received a benefit in money,
property or services to which the director was 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 a
knowing violation of law, or from or on account of conduct in violation of
RCW 23B.08.310, or from or on account of any transaction with respect to
<PAGE>

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 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.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

ITEM 8.      EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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.



<PAGE>

             (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 provisions referred to in Item 6 of
this Registration Statement, 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 21st day of September, 1999.

                                    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 requirements of the Securities Act of 1933, this
registration statement has been signed below on September 21,1999 by the
following persons in the capacities indicated.



/s/ KERRY K. KILLINGER
----------------------
Kerry K. Killinger
Chairman, President and
Chief Executive Officer; Director
(Principal Executive Officer)


/s/ WILLIAM A. LONGBRAKE
------------------------
William A. Longbrake
Vice Chair and
Chief Financial Officer
(Principal Financial Officer)


<PAGE>

/s/ RICHARD M. LEVY
-------------------
Richard M. Levy
Senior Vice President and Controller
(Principal Accounting Officer)



----------------------
Douglas P. Beighle
Director


/s/ DAVID BONDERMAN
-------------------
David Bonderman
Director


/s/ J. TAYLOR CRANDALL
----------------------
J. Taylor Crandall
Director


/s/ ROGER H. EIGSTI
-------------------
Roger H. Eigsti
Director


/s/ JOHN W. ELLIS
-----------------
John W. Ellis
Director


/s/ ANNE V. FARRELL
-------------------
Anne V. Farrell
Director


/s/ STEPHEN E. FRANK
--------------------
Stephen E. Frank
Director

/s/ WILLIAM P. GERBERDING
-------------------------
William P. Gerberding
Director


<PAGE>

/s/ ENRIQUE HERNANDEZ, JR.
--------------------------
Enrique Hernandez, Jr.
Director


/s/ PHILLIP D. MATTHEWS
-----------------------
Phillip D. Matthews
Director


/s/ MICHAEL K. MURPHY
---------------------
Michael K. Murphy
Director


/s/ MARY E. PUGH
----------------
Mary E. Pugh
Director


/s/ WILLIAM G. REED, JR.
------------------------
William G. Reed, Jr.
Director


/s/ ELIZABETH A. SANDERS
------------------------
Elizabeth A. Sanders
Director


/s/ WILLIAM D. SCHULTE
----------------------
William D. Schulte
Director


/s/ JAMES H. STEVER
-------------------
James H. Stever
Director


/s/ WILLIS B. WOOD, JR.
-----------------------
Willis B. Wood, Jr.
Director



<PAGE>

                                EXHIBIT INDEX

<TABLE>
<S>               <C>
Exhibit           Description
-------           -----------

 4.1              Form of Washington Mutual Deferred Compensation Plan for
                  Directors and Certain Highly Compensated Employees.

 5.1              Opinion of Foster Pepper & Shefelman PLLC.

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 LLP.

24                Power of Attorney. (Included on the Signatures page.)



</TABLE>
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As filed with the Securities and Exchange Commission on September 23, 1999.
                           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 offices) (Zip Code)

              WASHINGTON MUTUAL DEFERRED COMPENSATION PLAN FOR
             DIRECTORS AND CERTAIN HIGHLY COMPENSATED EMPLOYEES
                           (Full title of the Plan)

                               Fay L. Chapman
                               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:
                              Lawrence J. Steele
                                Gail J. Gordon
                        Foster Pepper & Shefelman PLLC
                        1111 Third Avenue, Suite 3400
                          Seattle, Washington  98101
                               (206) 447-4400

                       CALCULATION OF REGISTRATION FEE
                       --------------------------------
       TITLE OF             AMOUNT        PROPOSED MAXIMUM       AMOUNT OF
      SECURITIES             TO BE        AGGREGATE OFFERING    REGISTRATION
  TO BE REGISTERED (1)   REGISTERED (2)  PRICE PER OBLIGATION       FEE
----------------------   --------------  --------------------   ------------
Deferred Compensation
    Obligations           $24,316,429            100%            $6,759.97

(1)  The Deferred Compensation Obligations are unsecured obligations of
Washington Mutual, Inc., to pay deferred compensation in the future in
accordance with the terms of the Washington Mutual Deferred Compensation Plan
for Directors and Certain Highly Compensated Employees.

(2)  Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended.

              Exhibit Index appears after the Signatures page.
INTRODUCTION

     This Registration Statement on Form S-8 is filed by Washington Mutual,
Inc., a Washington corporation ("Washington Mutual" or the "Registrant"),
relating to $24,316,429 of unsecured obligations of Washington Mutual to pay
deferred compensation in the future in accordance with the terms of the
Washington Mutual Deferred Compensation Plan for Directors and Certain Highly
Compensated Employees (the "Deferred Plan").

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act") and the instructional Note to Part I of Form S-8, the
information specified in Part I of Form S-8 is omitted from this Registration
Statement.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which Washington Mutual previously has filed
with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in, and made a part of, this Registration
Statement:

     (a)     Washington Mutual's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, File No. 1-14667; and

     (b)     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.

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.

     For purposes of this Registration Statement, any statement contained in
a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated herein by reference modifies or supersedes such
statement in such document.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4.     DESCRIPTION OF SECURITIES.

     Under the Deferred Plan, Washington Mutual will provide directors and
eligible employees (each a "Participant") the opportunity to agree to defer
up to 100% of their cash compensation and, upon the surrender of whole shares
of restricted stock awarded to them as equity compensation under the
Washington Mutual, Inc. Restricted Stock Plan, the value of such restricted
stock as of the date on which restrictions lapse. In addition, Washington
Mutual may make discretionary contributions in the form of bookkeeping
entries on behalf of a Participant.  The obligations of Washington Mutual
under such agreements and with respect to such discretionary contributions
(the "Obligations") will be unsecured general obligations of Washington
Mutual to pay the deferred compensation in the future in accordance with the
terms of the Deferred Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of Washington Mutual from time to time
outstanding. However, because Washington Mutual is a holding company, the
right of Washington Mutual, and hence the right of creditors of Washington
Mutual (including Participants in the Deferred Plan), to participate in any
distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of Washington
Mutual itself as a creditor of the subsidiary may be recognized. In addition,
dividends, loans and advances from certain subsidiaries to Washington Mutual
are limited by reserve requirements and affiliated transaction restrictions
under federal and state banking statutes and regulations.

     The Deferred Plan will be administered by the members of the Directors'
Compensation and Stock Option Committee of Washington Mutual's Board of
Directors.  The Compensation and Stock Option Committee may
appoint a Plan Administration Committee to which it may delegate its
administrative functions.   The Plan Administration Committee will have
authority from time to time to make, amend or revoke rules and regulations
governing the Deferred Plan and to give interpretive rulings under it.
Members of the Plan Administration Committee will be eligible to participate
in the Deferred Plan, but no member may vote or take any action as part of
the Plan Administration Committee with respect to his or her benefits or
rights as a Participant under the Deferred Plan.

     The amount of cash compensation to be deferred and the number of whole
shares of restricted stock to be surrendered by each Participant in exchange
for a deferral credit will be determined in accordance with the Deferred Plan
based on elections by each Participant.  Each Obligation will be denominated
in United States dollars and payable in United States dollars on a date or
dates selected by the Participant in accordance with the terms of the
Deferred Plan.
Under the Deferred Plan, the Obligation for each Participant will equal
the balance in a bookkeeping account established for such Participant, as
adjusted to reflect discretionary contributions (if any) by Washington
Mutual.  The Participant's account balance will be deemed to be invested
according to an interest method or a stock fund method, or both in the
proportion specified individually by the Participant.  All amounts in a
Participant's account will be adjusted quarterly to reflect the investment
experience of the deemed investment method or methods, including appreciation
or depreciation under the stock fund method.

     The investment return credited to that portion of a Participant's
account allocated to the interest method will be the rate that the Plan
Administration Committee determines in its discretion could be the funds
borrowing rate of Washington Mutual Bank or a comparable financial
institution or public corporation for unsecured junior debt as of January 1
each year.  In making that determination, the Plan Administration Committee
will consider an estimate from at least one nationally-recognized investment
banking firm.  The investment return on that portion of a Participant's
account allocated to the stock fund method will be the rate of return of the
Washington Mutual stock fund under the Washington Mutual, Inc. Retirement
Savings and Investment Plan ("RSIP") during the previous calendar quarter,
subject to adjustment if Washington Mutual common stock represents less than
70 percent of the total value of that fund at the beginning of the current
quarter. A Participant may modify the allocation of his or her account
balance between funds on a quarterly basis.

     Upon a determination by the Plan Administration Committee that a
Participant has suffered an unforeseeable financial emergency, the Committee
may direct Washington Mutual to pay such Participant an amount necessary to
meet the emergency, but not exceeding the aggregate balance of the
Participant's deferral account.

     A Participant's right, or the right of any other person, to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Deferred Plan, by written will, or by the laws of descent and
distribution.

     The Obligations are not subject to redemption, in whole or in part,
prior to the individual payment dates specified by each Participant, at the
option of Washington Mutual or through operation of a mandatory or optional
sinking fund or analogous provision. However, Washington Mutual reserves the
right to amend or terminate the Deferred Plan at any time, except that no
such amendment or termination shall adversely affect the right of the
Participant to the balance of his or her deferred account as of the date of
such amendment or termination.

     The Obligations are not convertible into another security of Washington
Mutual. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of Washington Mutual. No
trustee has been appointed having the authority to take action with respect
to the Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to
the Obligations and taking action upon default.
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Foster Pepper & Shefelman PLLC, 1111 Third Avenue, Suite 3400, Seattle,
Washington 98101-3299 will pass upon the validity of the shares offered for
Washington Mutual.  Members of Foster Pepper & Shefelman PLLC and other
attorneys employed by the firm that have provided advice with respect to this
matter owned 20,883 shares of Washington Mutual common stock as of
September 7, 1999.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 23B.08.320 of the Washington Business Corporation Act (the
"Corporation Act") provides that the articles of incorporation of a
corporation may contain provisions that eliminate or limit the personal
liability of a director to the shareholders for monetary damages for conduct
as a director, except in the case of acts or omissions involving certain
types of conduct. At Article XIII of its Restated Articles of Incorporation,
the Registrant has elected to eliminate the liability of directors to the
Registrant to the extent permitted by law. Thus, a director of the Registrant
is not personally liable to the Registrant or its stockholders 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
stockholders, or (iii) a resolution adopted or ratified, before or after the
event, by the stockholders, 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 finally adjudged to be
intentional misconduct by the director or a knowing violation of law by the
director, (ii) for conduct finally adjudged to violate Section 23B.08.310 of
the Corporation Act, or (iii) for any transaction with respect to which it is
finally adjudged that the director personally received a benefit in money,
property or services to which the director was 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 a
knowing violation of law, or from or on account of conduct in violation of
RCW 23B.08.310, or 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 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.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

ITEM 8.      EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

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 provisions referred to in Item 6 of
this Registration Statement, 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 21st day of September, 1999.

                                    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 requirements of the Securities Act of 1933, this
registration statement has been signed below on September 21,1999 by the
following persons in the capacities indicated.

/s/ KERRY K. KILLINGER
----------------------
Kerry K. Killinger
Chairman, President and
Chief Executive Officer; Director
(Principal Executive Officer)

/s/ WILLIAM A. LONGBRAKE
------------------------
William A. Longbrake
Vice Chair and
Chief Financial Officer
(Principal Financial Officer)
/s/ RICHARD M. LEVY
-------------------
Richard M. Levy
Senior Vice President and Controller
(Principal Accounting Officer)

----------------------
Douglas P. Beighle
Director

/s/ DAVID BONDERMAN
-------------------
David Bonderman
Director

/s/ J. TAYLOR CRANDALL
----------------------
J. Taylor Crandall
Director

/s/ ROGER H. EIGSTI
-------------------
Roger H. Eigsti
Director

/s/ JOHN W. ELLIS
-----------------
John W. Ellis
Director

/s/ ANNE V. FARRELL
-------------------
Anne V. Farrell
Director

/s/ STEPHEN E. FRANK
--------------------
Stephen E. Frank
Director

/s/ WILLIAM P. GERBERDING
-------------------------
William P. Gerberding
Director
/s/ ENRIQUE HERNANDEZ, JR.
--------------------------
Enrique Hernandez, Jr.
Director

/s/ PHILLIP D. MATTHEWS
-----------------------
Phillip D. Matthews
Director

/s/ MICHAEL K. MURPHY
---------------------
Michael K. Murphy
Director

/s/ MARY E. PUGH
----------------
Mary E. Pugh
Director

/s/ WILLIAM G. REED, JR.
------------------------
William G. Reed, Jr.
Director

/s/ ELIZABETH A. SANDERS
------------------------
Elizabeth A. Sanders
Director

/s/ WILLIAM D. SCHULTE
----------------------
William D. Schulte
Director

/s/ JAMES H. STEVER
-------------------
James H. Stever
Director

/s/ WILLIS B. WOOD, JR.
-----------------------
Willis B. Wood, Jr.
Director
EXHIBIT INDEX
Exhibit           Description
-------           -----------

 4.1              Form of Washington Mutual Deferred Compensation Plan for
                  Directors and Certain Highly Compensated Employees.

 5.1              Opinion of Foster Pepper & Shefelman PLLC.

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 LLP.

24                Power of Attorney. (Included on the Signatures page.)