Sec Form 5 Filing - TALL CRAIG E @ WASHINGTON MUTUAL INC - 2004-12-31

FORM 5 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 TALL CRAIG E 2. Issuer Name and Ticker or Trading Symbol WASHINGTON MUTUAL INC [ WM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chair, Corp. Development (Last) (First) (Middle) WASHINGTON MUTUAL INC, 1201 THIRD AVE WMT 1503 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2004 (Street) SEATTLE, WA98111 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 Stock 03/31/2001 D( 1 ) V 12,004.68 D $ 54.75 ( 2 ) 71,199 D Common Stock 03/31/2002 D( 1 ) V 17,786.38 D $ 33.13 71,199 D Common Stock 1,500 I By Spouse Common Stock 25.6573 I WaMu Savings Plan

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) (Ins tr. 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 $ 0 ( 3 ) 03/31/2001 A( 4 ) V 12,004.68 ( 5 ) ( 5 ) Common 12,004.68 $ 54.75 ( 2 ) 53,931.802 D Phantom Stock $ 0 ( 3 ) 03/31/2002 A( 4 ) V 17,786.38 ( 5 ) ( 5 ) Common 17,786.38 $ 33.13 53,931.802 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TALL CRAIG E WASHINGTON MUTUAL INC 1201 THIRD AVE WMT 1503 SEATTLE, WA98111 Vice Chair, Corp. Development Signatures /s/ Sophie Hager Hume, Attorney-in-Fact for Craig E. Tall 02/10/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form reports the following transactions which were not previously reported due to an administrative oversight: deferral of vested restricted stock during 2001 and 2002 into phantom stock account of the Washington Mutual, Inc. Deferred Compensation Plan for Directors and Certain Highly Compensated Employees ("DCP"). See Table II ( 2 )Does not reflect 3-for-2 stock split in April 2001. ( 3 )Converts to common stock on a one-for-one basis. ( 4 )Deferral of vested restricted stock into phantom stock account of the DCP. ( 5 )Phantom stock distributed upon payment commencment date selected by reporting person.

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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