FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MATTHEWS PHILIP D   2. Issuer Name and Ticker or Trading Symbol WASHINGTON MUTUAL, INC ["WM"] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 180 SOUTH LAKE AVENUE #540 3. Date of Earliest Transaction (Month/Day/Year) 01/18/2008 (Street) PASADENA, CA 91101 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common 01/18/2008   D   1,677.987 (1) D $ 13.55 17,167.472 D   Common (2) 01/22/2008   A   4,739 A $ 14.77 21,906.472 D   Common               10,000 I By Matthews Family Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

(3)

01/18/2008

A

1,677.987 (4)

(5)

(5)

Common

1,677.987

$ 0

4,764.47

D

Stock Option (Right to buy)

$ 14.77

01/22/2008

A

6,818

(6)

01/22/2018

Common

6,818

$ 0

6,818

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MATTHEWS PHILIP D 180 SOUTH LAKE AVENUE #540 PASADENA, CA 91101	X

Signatures

By: /s/ Christopher J. Bellavia, Attorney-in-Fact		01/23/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Upon the vesting of restricted stock, the Reporting Person deferred the receipt of the shares of common stock into the Washington Mutual Deferred Compensation Plan ("DCP"). As a result, the Reporting Person is reporting the disposition of shares of common stock to the Issuer pursuant to the DCP.
(2)	Grant of restricted stock pursuant to the Washington Mutual, Inc. Amended and Restated 2003 Equity Incentive Plan.
(3)	Converts to common stock on a one-for-one basis.
(4)	WM phantom stock shares acquired under the Washington Mutual, Inc. Deferred Compensation Plan through deferral of vested restricted stock.
(5)	WM phantom stock value distributed upon payment commencement date selected by the Reporting Person.
(6)	Grant of option pursuant to the Washington Mutual, Inc. Amended and Restated 2003 Equity Incentive Plan; including predecessor plans. Option vests on the first anniversary of the grant date.

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