Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LILLIS CHARLES M
  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)
9785 MAROON CIRCLE, SUITE 110
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2008
(Street)

ENGLEWOOD, CO 80112
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 6,692.837 D  
Common (2) 01/22/2008   A   4,739 A $ 14.77 11,431.837 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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   838.994 (4)     (5)   (5) Common 838.994 $ 0 3,660.824 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
LILLIS CHARLES M
9785 MAROON CIRCLE, SUITE 110
ENGLEWOOD, CO 80112
  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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