Sec Form 4 Filing - KILLINGER KERRY K @ WASHINGTON MUTUAL, INC - 2008-07-15

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 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 KILLINGER KERRY K 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 X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 1301 SECOND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2008 (Street) SEATTLE, WA98101 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 07/15/2008 F 35,359 D $ 3.61 315,662.32 D Common 150,000.179 ( 2 ) I By GRAT Common 851,094.725 I By Living Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 ) ( 4 ) 07/15/2008 I 513,541.293 ( 5 ) ( 5 ) Common 513,541.293 $ 3.61 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KILLINGER KERRY K 1301 SECOND AVENUE SEATTLE, WA98101 X Chairman and CEO Signatures By: /s/ Casey M. Nault, Attorney-in-Fact 07/17/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld to satisfy tax withholding obligation on deferred stock option gains ( 2 )Reflects the distribution of 5,942.821 shares to beneficiaries under the terms of the GRAT ( 3 )Phantom stock value distributed upon payment commencement date selected by Reporting Person in November 2007. ( 4 )Value equal to the market price of WM common stock on a one-for-one basis. ( 5 )WM phantom stock units settled in cash with respect to 412,516.58 units and settled in stock with respect to 101,024.71 units upon payment commencement date selected by the Reporting Person. Shares of stock were reported as acquired at the time of initial deferral.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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