As filed with the Securities and Exchange Commission on December 6, 2001.
                                                      Registration No. 333-_____


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

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


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

                     WASHINGTON MUTUAL EQUITY INCENTIVE PLAN
                WASHINGTON MUTUAL, INC. FEBRUARY 2001 WAMU SHARES

                            (Full title of the Plans)

                                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)

                                    Copy to:
                                 David R. Wilson
                       Heller Ehrman White & McAuliffe LLP
                          701 Fifth Avenue, Suite 6100
                            Seattle, Washington 98104
                                 (206) 447-0900

<TABLE>
<Caption>
                         CALCULATION OF REGISTRATION FEE
================================= ===================== ===================== =================== =====================
            Title of                     Amount           Proposed Maximum     Proposed Maximum        Amount of
           Securities                    To be             Offering Price     Aggregate Offering      Registration
      to be Registered (1)         Registered (2)(3)       Per Share (4)           Price(4)               Fee
--------------------------------- --------------------- --------------------- ------------------- ---------------------
<S>                               <C>                   <C>                    <C>                <C>
   Common Stock, no par value          19,950,000           See Footnote         $634,029,213           $151,533
================================= ===================== ===================== =================== =====================
</TABLE>

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

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


<PAGE>


(2)  Represents (i)  15,000,000  shares  issuable  under the  Washington  Mutual
     Equity  Incentive Plan, as amended and restated as of January 16, 2001 (the
     "Equity  Plan") and (ii)  4,950,000  shares  issuable  under the Washington
     Mutual,  Inc.  February  2001 WAMU Shares  ("2001 WAMU  Shares").  Does not
     include 3,112,683 shares issued or issuable pursuant to the Equity Plan and
     any shares  issued or  issuable  in respect of such shares as a result of a
     3-for-2  stock split of the Common Stock  effective  May 15,  2001,  all of
     which shares the Company  previously  registered  pursuant to  Registration
     Statement No. 333-69503 and Registration Statement No. 333-86840.

(3)  There is also  registered  pursuant to Rule 416(a) under the Securities Act
     of 1933,  as  amended  (the  "Securities  Act") an  undetermined  number of
     additional  shares of Common Stock that may be sold in accordance  with the
     provisions  of the plans  named in  footnote  (2) to prevent  dilution as a
     result of stock splits, stock dividends or similar transactions.

(4)  Estimated pursuant to Rules 457(c) and (h) of the Securities Act solely for
     purposes of calculating  the amount of the  registration  fee. The proposed
     maximum  offering  price  per share of  Common  Stock is based  upon (i) an
     exercise price per share of $34.00 as to 4,950,000 shares issuable pursuant
     to outstanding and unexercised options granted under 2001 WAMU Shares, (ii)
     an aggregate  exercise  price of $16,813,735  for 507,707  shares  issuable
     pursuant to outstanding  and  unexercised  options granted under the Equity
     Plan and (iii) as to  14,467,144  shares  reserved for  issuance  under the
     Equity  Plan,  the  average  of the high  price and low price of the Common
     Stock as reported by the New York Stock Exchange on December 3, 2001.

         Unless  otherwise  indicated,  all share  amounts in this  Registration
Statement  are as  adjusted  for a  3-for-2  stock  split  of the  Common  Stock
effective May 15, 2001.


                           INCORPORATION BY REFERENCE

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Registration Statements filed by Washington Mutual, Inc. ("Washington Mutual" or
the "Registrant")  under  Registration Nos. 333-69503 and 333-86840 with respect
to securities  offered pursuant to the Equity Plan are incorporated by reference
herein.

                                       2

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               Information Required in the Registration Statement

Item 3.           Incorporation of Documents by Reference.

         Washington   Mutual  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 and October 24; 2001;

         (d) The description of Washington  Mutual's common stock, no par value,
contained in Item 1 of Washington  Mutual's  Registration  Statement on Form 8-A
filed on December 3, 1998, file no. 001-14667;

         (e) The  description  of Washington  Mutual's  Shareholder  Rights Plan
contained in Item 1 of Washington  Mutual's  Registration  Statement on Form 8-A
filed on January 8, 2001, file no. 001-14667.

Item 4.           Description of Securities.

                  Not applicable.

                                       3

<PAGE>


Item 5.           Interests of Named Experts and Counsel.

         The  validity  of the shares  offered  hereby  will be passed  upon for
Washington  Mutual by Heller  Ehrman White & McAuliffe  LLP,  701 Fifth  Avenue,
Suite  6100,  Seattle,  Washington  98104.  Members  of  Heller  Ehrman  White &
McAuliffe LLP and other attorneys employed by the firm that have provided advice
with  respect to this  matter in the  aggregate  owned or had options to acquire
16,970 shares of Common Stock as of December 4, 2001.

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

                                       4
<Page>

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.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

4.1               Washington  Mutual  Equity  Incentive  Plan,  as  amended  and
                  restated as of January 16, 2001  (incorporated by reference to
                  the Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001).

4.2               Washington Mutual, Inc. February 2001 WAMU Shares.

4.3               Restated  Articles  of  Incorporation  of the  Registrant,  as
                  amended   (incorporated   by  reference  to  the  Registrant's
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1999).

4.4               Articles of Amendment to the Amended and Restated  Articles of
                  Incorporation  creating a class of preferred stock,  Series RP
                  (incorporated by reference to the  Registrant's  Annual Report
                  on Form 10-K for the year ended December 31, 2000).

4.5               Articles of Amendment to the Amended and Restated  Articles of
                  Incorporation  creating a class of preferred  stock,  Series H
                  (incorporated by reference to the  Registrant's  Annual Report
                  on Form 10-K for the year ended December 31, 2000).

4.6               Restated Bylaws of the Registrant, as amended (incorporated by
                  reference to the  Registrant's  Quarterly  Report on Form 10-Q
                  for the quarter ended June 30, 2001).

                                      5
<Page>

4.7               Rights  Agreement  dated  as of  December  20,  2000,  between
                  Registrant  and Mellon  Investor  Services,  L.L.C.  as Rights
                  Agent  (incorporated by reference to the Registrant's  Current
                  Report on Form 8-K, filed January 8, 2001).

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

5.1               Opinion of Heller Ehrman White & McAuliffe LLP.

23.1              Consent of Heller  Ehrman White & McAuliffe  LLP  (included as
                  part of Opinion of Heller Ehrman White & McAuliffe LLP).

23.2              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.

          (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.

                                       6

<page>

          (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.




                                       7

<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 30th day of
November, 2001.

                             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                                    November 30, 2001
-----------------------------------------------------
Kerry K. Killinger
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)


/s/ William A. Longbrake                                  November 30, 2001
-----------------------------------------------------
William A. Longbrake
Vice Chair and Chief Financial Officer
(Principal Financial Officer)


                                       8

<page>

/s/ Robert H. Miles                                       November 30, 2001
-----------------------------------------------------
Robert H. Miles
Senior Vice President and Controller
(Principal Accounting Officer)


/s/ Douglas P. Beighle                                    November 30, 2001
-----------------------------------------------------
Douglas P. Beighle
Director



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



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



/s/ Anne V. Farrell                                       November 30, 2001
-----------------------------------------------------
Anne V. Farrell
Director


/s/ Stephen E. Frank                                      November 30, 2001
-----------------------------------------------------
Stephen E. Frank
Director


/s/ William P. Gerberding                                 November 30, 2001
-----------------------------------------------------
William P. Gerberding
Director


/s/ Enrique Hernandez, Jr.                                November 30, 2001
-----------------------------------------------------
Enrique Hernandez, Jr.
Director


/s/ Phillip D. Matthews                                   November 30, 2001
-----------------------------------------------------
Phillip D. Matthews
Director


                                       9

<Page>

/s/ Michael K. Murphy                                     November 30, 2001
-----------------------------------------------------
Michael K. Murphy
Director


/s/ Mary A. Pugh                                          November 30, 2001
-----------------------------------------------------
Mary A. Pugh
Director

/s/ William G. Reed, Jr.                                  November 30, 2001
-----------------------------------------------------
William G. Reed, Jr.
Director


/s/ Elizabeth A. Sanders                                  November 30, 2001
-----------------------------------------------------
Elizabeth A. Sanders
Director


/s/ William D. Schulte                                    November 30, 2001
-----------------------------------------------------
William D. Schulte
Director


/s/ James H. Stever                                       November 30, 2001
-----------------------------------------------------
James H. Stever
Director


/s/ Willis B. Wood, Jr.                                   November 30, 2001
-----------------------------------------------------
Willis B. Wood, Jr.
Director







                                       10


<Page>
                                INDEX TO EXHIBITS

Exhibit           Description

4.1               Washington  Mutual  Equity  Incentive  Plan,  as  amended  and
                  restated as of January 16, 2001  (incorporated by reference to
                  the Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001).

4.2               Washington Mutual, Inc. February 2001 WAMU Shares.

4.3               Restated  Articles  of  Incorporation  of the  Registrant,  as
                  amended   (incorporated   by  reference  to  the  Registrant's
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1999).

4.4               Articles of Amendment to the Amended and Restated  Articles of
                  Incorporation  creating a class of preferred stock,  Series RP
                  (incorporated by reference to the  Registrant's  Annual Report
                  on Form 10-K for the year ended December 31, 2000).

4.5               Articles of Amendment to the Amended and Restated  Articles of
                  Incorporation  creating a class of preferred  stock,  Series H
                  (incorporated by reference to the  Registrant's  Annual Report
                  on Form 10-K for the year ended December 31, 2000).

4.6               Restated Bylaws of the Registrant, as amended (incorporated by
                  reference to the  Registrant's  Quarterly  Report on Form 10-Q
                  for the quarter ended June 30, 2001).

4.7               Rights  Agreement  dated  as of  December  20,  2000,  between
                  Registrant  and Mellon  Investor  Services,  L.L.C.  as Rights
                  Agent  (incorporated by reference to the Registrant's  Current
                  Report on Form 8-K, filed January 8, 2001).

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

5.1               Opinion of Heller Ehrman White & McAuliffe LLP.

23.1              Consent of Heller Ehrman White & McAuliffe LLP (included as
                  part of Opinion of Heller Ehrman White & McAuliffe LLP).

23.2              Consent of Deloitte & Touche LLP.

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





                                       11
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{"company-data": {"conformed-name": "WASHINGTON MUTUAL INC", "cik": "0000933136", "assigned-sic": "6036", "irs-number": "911653725", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74646", "film-number": "1807742"}, "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 December 6, 2001.
                                                      Registration No. 333-_____

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

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

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

                     WASHINGTON MUTUAL EQUITY INCENTIVE PLAN
                WASHINGTON MUTUAL, INC. FEBRUARY 2001 WAMU SHARES

                            (Full title of the Plans)

                                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)

                                    Copy to:
                                 David R. Wilson
                       Heller Ehrman White & McAuliffe LLP
                          701 Fifth Avenue, Suite 6100
                            Seattle, Washington 98104
                                 (206) 447-0900
CALCULATION OF REGISTRATION FEE
================================= ===================== ===================== =================== =====================
            Title of                     Amount           Proposed Maximum     Proposed Maximum        Amount of
           Securities                    To be             Offering Price     Aggregate Offering      Registration
      to be Registered (1)         Registered (2)(3)       Per Share (4)           Price(4)               Fee
--------------------------------- --------------------- --------------------- ------------------- ---------------------
Common Stock, no par value          19,950,000           See Footnote         $634,029,213           $151,533
================================= ===================== ===================== =================== =====================
(1)  Includes  associated  Rights  to  purchase  shares of the  Common  Stock of
     Washington Mutual, Inc.  ("Washington  Mutual" or the "Registrant"),  which
     Rights are neither currently  separable from the shares of Common Stock nor
     currently exercisable.

     The Exhibit Index appears  after the  Signature  Page of this  Registration
Statement.
(2)  Represents (i)  15,000,000  shares  issuable  under the  Washington  Mutual
     Equity  Incentive Plan, as amended and restated as of January 16, 2001 (the
     "Equity  Plan") and (ii)  4,950,000  shares  issuable  under the Washington
     Mutual,  Inc.  February  2001 WAMU Shares  ("2001 WAMU  Shares").  Does not
     include 3,112,683 shares issued or issuable pursuant to the Equity Plan and
     any shares  issued or  issuable  in respect of such shares as a result of a
     3-for-2  stock split of the Common Stock  effective  May 15,  2001,  all of
     which shares the Company  previously  registered  pursuant to  Registration
     Statement No. 333-69503 and Registration Statement No. 333-86840.

(3)  There is also  registered  pursuant to Rule 416(a) under the Securities Act
     of 1933,  as  amended  (the  "Securities  Act") an  undetermined  number of
     additional  shares of Common Stock that may be sold in accordance  with the
     provisions  of the plans  named in  footnote  (2) to prevent  dilution as a
     result of stock splits, stock dividends or similar transactions.

(4)  Estimated pursuant to Rules 457(c) and (h) of the Securities Act solely for
     purposes of calculating  the amount of the  registration  fee. The proposed
     maximum  offering  price  per share of  Common  Stock is based  upon (i) an
     exercise price per share of $34.00 as to 4,950,000 shares issuable pursuant
     to outstanding and unexercised options granted under 2001 WAMU Shares, (ii)
     an aggregate  exercise  price of $16,813,735  for 507,707  shares  issuable
     pursuant to outstanding  and  unexercised  options granted under the Equity
     Plan and (iii) as to  14,467,144  shares  reserved for  issuance  under the
     Equity  Plan,  the  average  of the high  price and low price of the Common
     Stock as reported by the New York Stock Exchange on December 3, 2001.

         Unless  otherwise  indicated,  all share  amounts in this  Registration
Statement  are as  adjusted  for a  3-for-2  stock  split  of the  Common  Stock
effective May 15, 2001.

                           INCORPORATION BY REFERENCE

         Pursuant  to General  Instruction  E to Form S-8,  the  contents of the
Registration Statements filed by Washington Mutual, Inc. ("Washington Mutual" or
the "Registrant")  under  Registration Nos. 333-69503 and 333-86840 with respect
to securities  offered pursuant to the Equity Plan are incorporated by reference
herein.

                                       2
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 and October 24; 2001;

         (d) The description of Washington  Mutual's common stock, no par value,
contained in Item 1 of Washington  Mutual's  Registration  Statement on Form 8-A
filed on December 3, 1998, file no. 001-14667;

         (e) The  description  of Washington  Mutual's  Shareholder  Rights Plan
contained in Item 1 of Washington  Mutual's  Registration  Statement on Form 8-A
filed on January 8, 2001, file no. 001-14667.

Item 4.           Description of Securities.

                  Not applicable.

                                       3
Item 5.           Interests of Named Experts and Counsel.

         The  validity  of the shares  offered  hereby  will be passed  upon for
Washington  Mutual by Heller  Ehrman White & McAuliffe  LLP,  701 Fifth  Avenue,
Suite  6100,  Seattle,  Washington  98104.  Members  of  Heller  Ehrman  White &
McAuliffe LLP and other attorneys employed by the firm that have provided advice
with  respect to this  matter in the  aggregate  owned or had options to acquire
16,970 shares of Common Stock as of December 4, 2001.

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

                                       4
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.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

4.1               Washington  Mutual  Equity  Incentive  Plan,  as  amended  and
                  restated as of January 16, 2001  (incorporated by reference to
                  the Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001).

4.2               Washington Mutual, Inc. February 2001 WAMU Shares.

4.3               Restated  Articles  of  Incorporation  of the  Registrant,  as
                  amended   (incorporated   by  reference  to  the  Registrant's
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1999).

4.4               Articles of Amendment to the Amended and Restated  Articles of
                  Incorporation  creating a class of preferred stock,  Series RP
                  (incorporated by reference to the  Registrant's  Annual Report
                  on Form 10-K for the year ended December 31, 2000).

4.5               Articles of Amendment to the Amended and Restated  Articles of
                  Incorporation  creating a class of preferred  stock,  Series H
                  (incorporated by reference to the  Registrant's  Annual Report
                  on Form 10-K for the year ended December 31, 2000).

4.6               Restated Bylaws of the Registrant, as amended (incorporated by
                  reference to the  Registrant's  Quarterly  Report on Form 10-Q
                  for the quarter ended June 30, 2001).

                                      5
4.7               Rights  Agreement  dated  as of  December  20,  2000,  between
                  Registrant  and Mellon  Investor  Services,  L.L.C.  as Rights
                  Agent  (incorporated by reference to the Registrant's  Current
                  Report on Form 8-K, filed January 8, 2001).

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

5.1               Opinion of Heller Ehrman White & McAuliffe LLP.

23.1              Consent of Heller  Ehrman White & McAuliffe  LLP  (included as
                  part of Opinion of Heller Ehrman White & McAuliffe LLP).

23.2              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.

          (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.

                                       6
(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.

                                       7
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 30th day of
November, 2001.

                             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                                    November 30, 2001
-----------------------------------------------------
Kerry K. Killinger
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)

/s/ William A. Longbrake                                  November 30, 2001
-----------------------------------------------------
William A. Longbrake
Vice Chair and Chief Financial Officer
(Principal Financial Officer)

                                       8
/s/ Robert H. Miles                                       November 30, 2001
-----------------------------------------------------
Robert H. Miles
Senior Vice President and Controller
(Principal Accounting Officer)

/s/ Douglas P. Beighle                                    November 30, 2001
-----------------------------------------------------
Douglas P. Beighle
Director

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

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

/s/ Anne V. Farrell                                       November 30, 2001
-----------------------------------------------------
Anne V. Farrell
Director

/s/ Stephen E. Frank                                      November 30, 2001
-----------------------------------------------------
Stephen E. Frank
Director

/s/ William P. Gerberding                                 November 30, 2001
-----------------------------------------------------
William P. Gerberding
Director

/s/ Enrique Hernandez, Jr.                                November 30, 2001
-----------------------------------------------------
Enrique Hernandez, Jr.
Director

/s/ Phillip D. Matthews                                   November 30, 2001
-----------------------------------------------------
Phillip D. Matthews
Director

                                       9
/s/ Michael K. Murphy                                     November 30, 2001
-----------------------------------------------------
Michael K. Murphy
Director

/s/ Mary A. Pugh                                          November 30, 2001
-----------------------------------------------------
Mary A. Pugh
Director

/s/ William G. Reed, Jr.                                  November 30, 2001
-----------------------------------------------------
William G. Reed, Jr.
Director

/s/ Elizabeth A. Sanders                                  November 30, 2001
-----------------------------------------------------
Elizabeth A. Sanders
Director

/s/ William D. Schulte                                    November 30, 2001
-----------------------------------------------------
William D. Schulte
Director

/s/ James H. Stever                                       November 30, 2001
-----------------------------------------------------
James H. Stever
Director

/s/ Willis B. Wood, Jr.                                   November 30, 2001
-----------------------------------------------------
Willis B. Wood, Jr.
Director

                                       10
INDEX TO EXHIBITS

Exhibit           Description

4.1               Washington  Mutual  Equity  Incentive  Plan,  as  amended  and
                  restated as of January 16, 2001  (incorporated by reference to
                  the Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 2001).

4.2               Washington Mutual, Inc. February 2001 WAMU Shares.

4.3               Restated  Articles  of  Incorporation  of the  Registrant,  as
                  amended   (incorporated   by  reference  to  the  Registrant's
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1999).

4.4               Articles of Amendment to the Amended and Restated  Articles of
                  Incorporation  creating a class of preferred stock,  Series RP
                  (incorporated by reference to the  Registrant's  Annual Report
                  on Form 10-K for the year ended December 31, 2000).

4.5               Articles of Amendment to the Amended and Restated  Articles of
                  Incorporation  creating a class of preferred  stock,  Series H
                  (incorporated by reference to the  Registrant's  Annual Report
                  on Form 10-K for the year ended December 31, 2000).

4.6               Restated Bylaws of the Registrant, as amended (incorporated by
                  reference to the  Registrant's  Quarterly  Report on Form 10-Q
                  for the quarter ended June 30, 2001).

4.7               Rights  Agreement  dated  as of  December  20,  2000,  between
                  Registrant  and Mellon  Investor  Services,  L.L.C.  as Rights
                  Agent  (incorporated by reference to the Registrant's  Current
                  Report on Form 8-K, filed January 8, 2001).

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

5.1               Opinion of Heller Ehrman White & McAuliffe LLP.

23.1              Consent of Heller Ehrman White & McAuliffe LLP (included as
                  part of Opinion of Heller Ehrman White & McAuliffe LLP).

23.2              Consent of Deloitte & Touche LLP.

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

                                       11