As filed with the Securities and Exchange Commission on January 16, 2002.
                                                     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)

             retirement 401(k) investment plan of dime bancorp, inc.
                            (Full title of the Plan)

                                Sophie Hager Hume
                     Vice President and Assistant Secretary
                             Washington Mutual, Inc.
                                1201 Third Avenue
                            Seattle, Washington 98101
                                 (206) 461-2000
 (Name, address and telephone number, including area code, of agent for service)

<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               Registered            Per Share             Price(4)               Fee
--------------------------------- --------------------- --------------------- ------------------- ---------------------
<S>                                <C>                   <C>                   <C>                <C>
     Interests in the Plan                (1)                   N/A                  N/A                  (1)
================================= ===================== ===================== =================== =====================
</Table>
(1) Pursuant to Rule 416(c), an indeterminate number of interests in the Plan
are being registered. Pursuant to Rule 416(c), no registration fee is required
for the registration of plan interests.

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

<PAGE>



                                Explanatory Note

     This  Registration  Statement  covers the plan  interests in the Retirement
401(k)  Investment  Plan of Dime  Bancorp,  Inc.  This plan was  assumed  by the
registrant, Washington Mutual, Inc., pursuant to the merger of Dime Bancorp into
Washington  Mutual on  January  4,  2002.  The plan  interests  were  originally
registered by Dime Bancorp on Form S-8, Registration No. 33-88564.

                                     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 hereby  incorporates 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, 2000;

     (b) Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2001,
June 30, 2001 and September 30, 2001;

     (c) Current Reports on Form 8-K filed on January 8, 2001, January 17, 2001,
January 18, 2001,  January 22, 2001,  January 23, 2001, April 3, 2001, April 18,
2001,  April 20, 2001,  April 30, 2001,  June 25, 2001,  July 5, 2001,  July 18,
2001, October 17, 2001, October 24; 2001 and January 11, 2002.


Item 4. Description of Securities.

                  Not applicable.

                                       2

<PAGE>



Item 5. Interests of Named Experts and Counsel.

     Not applicable

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 a knowing  violation of the law of such person,
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  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   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                                       3
<Page>

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

4.1  Retirement 401(k) Investment Plan of Dime Bancorp, Inc.

5.1  Not applicable.

     The  registrant  hereby  undertakes  that it has  submitted the Plan to the
     Internal  Revenue Service and has qualified the Plan in accordance with the
     rules and regulations of the Internal Revenue Service.  Registrant  further
     undertakes  that it will submit any  amendments to the Plan to the Internal
     Revenue  Service in a timely  manner and will make all changes  required by
     the Internal Revenue Service in order to maintain the  qualification of the
     Plan.

23.1 Consent of Deloitte & Touche LLP.

24.  Power of Attorney  (included  on the  signature  page to this  Registration
     Statement).

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.

                                      4
<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 of the Registrant's  Restated Articles of
Incorporation  and Restated Bylaws discussed in Item 6 above, 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.








                                       5
<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
January, 2002.

                             WASHINGTON MUTUAL, INC.


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

                                Power of Attorney

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fay L. Chapman and William A. Longbrake,
or either of them, his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him or
her and in his or her 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 or she 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                                    January 15, 2002
-----------------------------------------------------
Kerry K. Killinger
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)


/s/ William A. Longbrake                                  January 15, 2002
-----------------------------------------------------
William A. Longbrake
Vice Chair and Chief Financial Officer
(Principal Financial Officer)

/s/ Robert H. Miles                                       January 15, 2002
-----------------------------------------------------
Robert H. Miles
Senior Vice President and Controller
(Principal Accounting Officer)


                                       6
<Page>

/s/ Douglas P. Beighle                                     January 15, 2002
-----------------------------------------------------
Douglas P. Beighle
Director


                                                           January 15, 2002
-----------------------------------------------------
David Bonderman
Director


                                                           January 15, 2002
-----------------------------------------------------
J. Taylor Crandall
Director


/s/ Anne V. Farrell                                        January 15, 2002
-----------------------------------------------------
Anne V. Farrell
Director


/s/ Stephen E. Frank                                       January 15, 2002
-----------------------------------------------------
Stephen E. Frank
Director


/s/ William P. Gerberding                                  January 15, 2002
-----------------------------------------------------
William P. Gerberding
Director


/s/ Enrique Hernandez, Jr.                                 January 15, 2002
-----------------------------------------------------
Enrique Hernandez, Jr.
Director


/s/ Phillip D. Matthews                                    January 15, 2002
-----------------------------------------------------
Phillip D. Matthews
Director


/s/ Margaret Osmer-McQuade                                 January 15, 2002
-----------------------------------------------------
Margaret Osmer-McQuade
Director



/s/ Michael K. Murphy                                      January 15, 2002
-----------------------------------------------------
Michael K. Murphy
Director


                                       7
<Page>

/s/ Mary A. Pugh                                            January 15, 2002
-----------------------------------------------------
Mary A. Pugh
Director


/s/ William G. Reed, Jr.                                    January 15, 2002
-----------------------------------------------------
William G. Reed, Jr.
Director


                                                            January 15, 2002
-----------------------------------------------------
Elizabeth A. Sanders
Director


/s/ William D. Schulte                                      January 15, 2002
-----------------------------------------------------
William D. Schulte
Director


/s/ James H. Stever                                          January 15, 2002
-----------------------------------------------------
James H. Stever
Director


                                                             January 15, 2002
-----------------------------------------------------
Willis B. Wood, Jr.
Director





                                       8
<PAGE>





         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the undersigned Plan Administrator 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 January, 2002.

                                           Retirement 401(k) Investment Plan
                                            of Dime Bancorp, Inc.


                                           By:  /s/ Daryl David
                                                DARYL DAVID
                                                Plan Administrator


















                                       9
<PAGE>

                                INDEX TO EXHIBITS

Exhibit           Description

4.1               Retirement 401(k) Investment Plan of Dime Bancorp, Inc.

23.1              Consent of Deloitte & Touche LLP.

24.               Power of Attorney (included on the signature page to
                   this Registration Statement).











                                       10
[{"type": "S-8", "sequence": "1", "filename": "forms8jan16.txt", "description": "FILED JAN. 16, 2002", "secsgml_size_bytes": 21035}]
{"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": "333-76834", "film-number": "2510947"}, "business-address": {"street1": "1201 THIRD AVE", "street2": "STE 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 January 16, 2002.
                                                     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)

             retirement 401(k) investment plan of dime bancorp, inc.
                            (Full title of the Plan)

                                Sophie Hager Hume
                     Vice President and Assistant Secretary
                             Washington Mutual, Inc.
                                1201 Third Avenue
                            Seattle, Washington 98101
                                 (206) 461-2000
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================= ===================== ===================== =================== =====================
            Title of                     Amount           Proposed Maximum     Proposed Maximum        Amount of
           Securities                    To be             Offering Price     Aggregate Offering      Registration
        to be Registered               Registered            Per Share             Price(4)               Fee
--------------------------------- --------------------- --------------------- ------------------- ---------------------
Interests in the Plan                (1)                   N/A                  N/A                  (1)
================================= ===================== ===================== =================== =====================
(1) Pursuant to Rule 416(c), an indeterminate number of interests in the Plan
are being registered. Pursuant to Rule 416(c), no registration fee is required
for the registration of plan interests.

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

     This  Registration  Statement  covers the plan  interests in the Retirement
401(k)  Investment  Plan of Dime  Bancorp,  Inc.  This plan was  assumed  by the
registrant, Washington Mutual, Inc., pursuant to the merger of Dime Bancorp into
Washington  Mutual on  January  4,  2002.  The plan  interests  were  originally
registered by Dime Bancorp on Form S-8, Registration No. 33-88564.

                                     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 hereby  incorporates 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, 2000;

     (b) Quarterly  Reports on Form 10-Q for the quarters  ended March 31, 2001,
June 30, 2001 and September 30, 2001;

     (c) Current Reports on Form 8-K filed on January 8, 2001, January 17, 2001,
January 18, 2001,  January 22, 2001,  January 23, 2001, April 3, 2001, April 18,
2001,  April 20, 2001,  April 30, 2001,  June 25, 2001,  July 5, 2001,  July 18,
2001, October 17, 2001, October 24; 2001 and January 11, 2002.

Item 4. Description of Securities.

                  Not applicable.

                                       2
Item 5. Interests of Named Experts and Counsel.

     Not applicable

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 a knowing  violation of the law of such person,
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  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   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                                       3
Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

4.1  Retirement 401(k) Investment Plan of Dime Bancorp, Inc.

5.1  Not applicable.

     The  registrant  hereby  undertakes  that it has  submitted the Plan to the
     Internal  Revenue Service and has qualified the Plan in accordance with the
     rules and regulations of the Internal Revenue Service.  Registrant  further
     undertakes  that it will submit any  amendments to the Plan to the Internal
     Revenue  Service in a timely  manner and will make all changes  required by
     the Internal Revenue Service in order to maintain the  qualification of the
     Plan.

23.1 Consent of Deloitte & Touche LLP.

24.  Power of Attorney  (included  on the  signature  page to this  Registration
     Statement).

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.

                                      4
(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 of the Registrant's  Restated Articles of
Incorporation  and Restated Bylaws discussed in Item 6 above, 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.

                                       5
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
January, 2002.

                             WASHINGTON MUTUAL, INC.

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

                                Power of Attorney

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Fay L. Chapman and William A. Longbrake,
or either of them, his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full powers of substitution and resubstitution, for him or
her and in his or her 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 or she 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                                    January 15, 2002
-----------------------------------------------------
Kerry K. Killinger
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)

/s/ William A. Longbrake                                  January 15, 2002
-----------------------------------------------------
William A. Longbrake
Vice Chair and Chief Financial Officer
(Principal Financial Officer)

/s/ Robert H. Miles                                       January 15, 2002
-----------------------------------------------------
Robert H. Miles
Senior Vice President and Controller
(Principal Accounting Officer)

                                       6
/s/ Douglas P. Beighle                                     January 15, 2002
-----------------------------------------------------
Douglas P. Beighle
Director

                                                           January 15, 2002
-----------------------------------------------------
David Bonderman
Director

                                                           January 15, 2002
-----------------------------------------------------
J. Taylor Crandall
Director

/s/ Anne V. Farrell                                        January 15, 2002
-----------------------------------------------------
Anne V. Farrell
Director

/s/ Stephen E. Frank                                       January 15, 2002
-----------------------------------------------------
Stephen E. Frank
Director

/s/ William P. Gerberding                                  January 15, 2002
-----------------------------------------------------
William P. Gerberding
Director

/s/ Enrique Hernandez, Jr.                                 January 15, 2002
-----------------------------------------------------
Enrique Hernandez, Jr.
Director

/s/ Phillip D. Matthews                                    January 15, 2002
-----------------------------------------------------
Phillip D. Matthews
Director

/s/ Margaret Osmer-McQuade                                 January 15, 2002
-----------------------------------------------------
Margaret Osmer-McQuade
Director

/s/ Michael K. Murphy                                      January 15, 2002
-----------------------------------------------------
Michael K. Murphy
Director

                                       7
/s/ Mary A. Pugh                                            January 15, 2002
-----------------------------------------------------
Mary A. Pugh
Director

/s/ William G. Reed, Jr.                                    January 15, 2002
-----------------------------------------------------
William G. Reed, Jr.
Director

                                                            January 15, 2002
-----------------------------------------------------
Elizabeth A. Sanders
Director

/s/ William D. Schulte                                      January 15, 2002
-----------------------------------------------------
William D. Schulte
Director

/s/ James H. Stever                                          January 15, 2002
-----------------------------------------------------
James H. Stever
Director

                                                             January 15, 2002
-----------------------------------------------------
Willis B. Wood, Jr.
Director

                                       8
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the undersigned Plan Administrator 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 January, 2002.

                                           Retirement 401(k) Investment Plan
                                            of Dime Bancorp, Inc.

                                           By:  /s/ Daryl David
                                                DARYL DAVID
                                                Plan Administrator

                                       9
INDEX TO EXHIBITS

Exhibit           Description

4.1               Retirement 401(k) Investment Plan of Dime Bancorp, Inc.

23.1              Consent of Deloitte & Touche LLP.

24.               Power of Attorney (included on the signature page to
                   this Registration Statement).

                                       10