S-8 POS

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As filed with the Securities and Exchange Commission on August 23, 2002

Registration No. 333-69503

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
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 incorporation or organization)	(I.R.S. Employer Identification No.)

1201 Third Avenue, Suite 1500
Seattle, Washington 98101
(Address of principal executive offices, including zip code)

WASHINGTON MUTUAL, INC. EMPLOYEES' STOCK PURCHASE PROGRAM
(Full title of the plan)

Sophie Hager Hume
First Vice President and Assistant Secretary
Washington Mutual, Inc.
1201 Third Avenue, Suite 1500
Seattle, Washington 98101
(206) 461-2000
(Name, address and telephone number, including area code, of agent for service)

Copy to:
J. SUE MORGAN
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099

CALCULATION OF REGISTRATION FEE
Title of Securities to Be Registered(1)	Amount to Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value, under the Washington Mutual Employees' Stock Purchase Program	(1)	(1)	(1)	(1)

(1)

No additional securities are being registered and registration fees were paid upon filing of the original Form S-8 Registration Statement with the Securities and Exchange Commission on December 22, 1998 (Registration No. 333-69503) for the employee benefit plan. Therefore, no further registration fee is required.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

AMENDMENT OF PRIOR REGISTRATION STATEMENT

        The Registrant's Form S-8 Registration Statement filed with the Securities and Exchange Commission (the "Commission") on December 22, 1998 (Registration No. 333-69503) (the "1998 Registration Statement") is hereby amended to provide that all the shares of common stock previously registered for issuance under the Registrant's Employees' Stock Purchase Program (the "Program") on the 1998 Registration Statement may now be issued under the Registrant's 2002 Employee Stock Purchase Plan, subject to the terms and conditions of that plan. Section 4 of the 2002 Employee Stock Purchase Plan provides that any shares not issued under the Program as of June 30, 2002, up to an aggregate maximum of 956,699 shares, will no longer be available for grant and issuance under the Program but will be available for issuance under the 2002 Employee Stock Purchase Plan.

        7,855 shares were originally registered for issuance under the Program on the 1998 Registration Statement. After adjustment for the Registrant's three-for-two stock split effective as of May 15, 2001, the number of shares registered for issuance under the Program on the 1998 Registration Statement automatically increased to 11,782 shares, all of which may now be issued under the 2002 Employee Stock Purchase Plan.

        The contents of the 1998 Registration Statement referred to above are otherwise incorporated by reference into this Post-Effective Amendment No. 1 to such Registration Statement, except as described herein. Required consents and signatures are included in this Post-Effective Amendment No. 1.

Item 8. EXHIBITS

Exhibit No.	Description
*5.1	Opinion of Foster Pepper & Shefelman PLLC regarding legality of the common stock being registered
23.1	Independent Auditors' Consent
23.2	Consent of Foster Pepper & Shefelman PLLC (included in opinion filed as Exhibit 5.1)
24.1	Power of Attorney
**99.1	Washington Mutual, Inc. Employees' Stock Purchase Program

*

Previously filed as an exhibit to the 1998 Registration Statement.

**

Previously incorporated by reference in the 1998 Registration Statement to the Registrant's Current Reports on Form 8-K dated November 29, 1994 (File No. 0-25188) and December 22, 1998 (File No. 1-4667), respectively.

II-1

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement originally filed on December 22, 1998 (Registration No. 333-69503), and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 22nd day of August, 2002.

WASHINGTON MUTUAL, INC.
By:	/s/  KERRY K. KILLINGER Kerry K. Killinger Chairman, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement has been signed by the following persons in the capacities indicated below on the 22nd day of August, 2002.

Signature	Title
* Kerry K. Killinger	Chairman, President and Chief Executive Officer (Principal Executive Officer)
* William A. Longbrake	Vice Chair, Enterprise Risk Management and Chief Financial Officer (Principal Financial Officer)
* Robert H. Miles	Senior Vice President and Controller (Principal Accounting Officer)
* Douglas P. Beighle	Director
David Bonderman	Director
* J. Taylor Crandall	Director
* Anne V. Farrell	Director
* Stephen E. Frank	Director
Enrique Hernandez, Jr.	Director
* Phillip D. Matthews	Director

II-2

* Michael K. Murphy		Director
* Margaret Osmer-McQuade		Director
* Mary E. Pugh		Director
* William G. Reed, Jr.		Director
* Elizabeth A. Sanders		Director
* William D. Schulte		Director
* James H. Stever		Director
* Willis B. Wood, Jr.		Director
*By:	/s/  FAY L. CHAPMAN Fay L. Chapman Attorney-in-Fact

II-3

INDEX TO EXHIBITS

Exhibit No.	Description
*5.1	Opinion of Foster Pepper & Shefelman PLLC regarding legality of the common stock being registered
23.1	Independent Auditors' Consent
23.2	Consent of Foster Pepper & Shefelman PLLC (included in opinion filed as Exhibit 5.1)
24.1	Power of Attorney
**99.1	Washington Mutual, Inc. Employees' Stock Purchase Program

*

Previously filed as an exhibit to the 1998 Registration Statement.

**

Previously incorporated by reference in the 1998 Registration Statement to the Registrant's Current Reports on Forms 8-K dated November 29, 1994 (File No. 0-25188) and December 22, 1998 (File No. 1-4667), respectively.

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT AMENDMENT OF PRIOR REGISTRATION STATEMENT
SIGNATURES
INDEX TO EXHIBITS

EX-23.1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

        We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement No. 333-69503 of Washington Mutual, Inc. on Form S-8 of our report dated February 19, 2002 (March 1, 2002, as to Note 2) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended, on January 1, 2001), appearing in the Annual Report on Form 10-K of Washington Mutual, Inc. for the year ended December 31, 2001.

Seattle, Washington
August 23, 2002

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

        The undersigned directors and/or officers of Washington Mutual, Inc., a Washington corporation ("Washington Mutual"), hereby authorize and appoint Fay L. Chapman and William A. Longbrake, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person individually and in each capacity stated below, and to file with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, any and all post-effective amendments to Form S-8 Registration Statement Nos. 333-69503 and 33-86840.

        IN WITNESS WHEREOF, the undersigned directors and/or officers have executed this Power of Attorney on the 18th day of June, 2002.

Signature	Title
/s/  KERRY K. KILLINGER Kerry K. Killinger	Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/  WILLIAM A. LONGBRAKE William A. Longbrake	Vice Chair, Enterprise Risk Management and Chief Financial Officer (Principal Financial Officer)
/s/  ROBERT H. MILES Robert H. Miles	Senior Vice President and Controller (Principal Accounting Officer)
/s/  DOUGLAS P. BEIGHLE Douglas P. Beighle	Director
David Bonderman	Director
/s/  J. TAYLOR CRANDALL J. Taylor Crandall	Director
/s/  ANNE V. FARRELL Anne V. Farrell	Director
/s/  STEPHEN E. FRANK Stephen E. Frank	Director
Enrique Hernandez, Jr.	Director
/s/  PHILLIP D. MATTHEWS Phillip D. Matthews	Director
/s/  MICHAEL K. MURPHY Michael K. Murphy	Director
/s/  MARGARET OSMER-MCQUADE Margaret Osmer-McQuade	Director
/s/  MARY E. PUGH Mary E. Pugh	Director

/s/  WILLIAM G. REED, JR. William G. Reed, Jr.	Director
/s/  ELIZABETH A. SANDERS Elizabeth A. Sanders	Director
/s/  WILLIAM D. SCHULTE William D. Schulte	Director
/s/  JAMES H. STEVER James H. Stever	Director
/s/  WILLIS B. WOOD, JR. Willis B. Wood, Jr.	Director