SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 20, 2005

WASHINGTON MUTUAL, INC.
(Exact name of Registrant as specified in its charter)

Washington		1-14667		91-1653725
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1201 THIRD AVENUE, WMT 1601
SEATTLE, WASHINGTON 98101
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (206) 461-2000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement.

On December 20, 2005, the Board of Directors of Washington Mutual, Inc. (the “Company”) approved the 2006 compensation schedule for non-employee directors of the Company. Pursuant to the approved schedule, Company non-employee directors will receive the following compensation for their service on the Board of Directors and its committees during 2006:

- an annual cash retainer of $60,000;

- $750 for attendance at every purely telephonic Board or committee meeting;

- $1,500 for attendance in person or by telephone at each other Board or committee meeting;

- an annual retainer of $10,000 to the chair of each of the Finance, Human Resources and Governance Committees;

- an annual retainer of $7,500 to the chair of the Corporate Relations Committee; and

- annual retainers of $15,000 and $7,500 respectively to the chair and vice chair of the Audit Committee.

Each Corporate Development Committee member receives an annual cash retainer of $6,000 in lieu of any fees for committee meeting attendance. Directors who resign or retire from the Board will receive a prorated portion of the applicable cash retainers based upon their service to Board and committees during the year. The non-management director who is selected to be the presiding director at executive sessions of the Board will receive an additional annual cash retainer of $5,000.

The Board also approved as a component of non-management director compensation an award of stock options having a value of $30,000 and shares of restricted stock with a value of $70,000, both to be granted in January 2006 pursuant to the Company’s 2003 Equity Incentive Plan. The option exercise price will equal the Company’s reported stock price when the grant is made and the number of shares subject to the stock options will be determined using the Company's policies and practices for the granting of stock options. The number of shares of restricted stock will be determined using the Company’s reported stock price when the shares are issued.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

The Company’s press release announcing a realignment in its prime and subprime residential lending operations is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits

	10.1	2006 Director Compensation Worksheet
	99.1	Press Release, dated December 21, 2005 announcing the realignment of the Company’s prime and subprime residential lending operations

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 23, 2005

WASHINGTON MUTUAL, INC.

By:

/s/ Fay L. Chapman

Fay L. Chapman
Senior Executive Vice President

Exhibit 99.1

December 21, 2005
FOR IMMEDIATE RELEASE

Washington Mutual Realigns Prime and Subprime
Residential Lending Under One Management Team

Move Part of Ongoing Efforts to Serve Customers Better; Improve Operating Efficiencies

SEATTLE, WA — In a move that continues efforts to better serve home lending customers and improve operating efficiencies, Washington Mutual, Inc. (NYSE: WM) announced today its plans to align its single family residential (SFR) mortgage lending operations under one management team.

The realignment is designed to:

· Deliver a superior customer experience across all SFR mortgage lending products and delivery channels;

· Create a unified SFR mortgage lending strategy to better leverage all of Washington Mutual’s distribution points; and

· Streamline and simplify operations, driving efficiencies and operational excellence consistently across all of the company’s SFR mortgage lending operations.

Under the new structure, management responsibility for Long Beach Mortgage Company (the company’s subprime lending business) and Mortgage Banker Finance (warehouse lending) will move from the Commercial Group to David Schneider, president of the company’s Home Loans group.

The balance of the Commercial Group, including the company’s leading multifamily lending business, will report to industry veteran Al Brooks. Brooks, who has been with Washington Mutual for seven years, has been a driving force behind the success of the Commercial unit.

“Bringing our leading prime and subprime lending businesses under common leadership provides us the opportunity to fully leverage our resources to better serve our customers and shareholders,” said Steve Rotella, Washington Mutual President and Chief Operating Officer. “At the same time, we have a strong and experienced leadership team that recognizes the unique characteristics of the subprime business.”

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In a related development, Craig Chapman, president of the company’s Commercial Group, will be leaving the company effective January 31, 2006. Chapman said he supports the realignment but that he has decided to seek new challenges outside of Washington Mutual.

Chapman will work closely with Rotella, Schneider and Brooks to transition his responsibilities and ensure the group’s continued success.

Rotella added: “We thank Craig for his many contributions to our success over the years and wish him all the best in his next career endeavor.”

About Washington Mutual

With a history dating back to 1889, Washington Mutual is a retailer of financial services that provides a diversified line of products and services to consumers and commercial clients. At September 30, 2005, Washington Mutual and its subsidiaries had assets of $333.62 billion. Washington Mutual currently operates more than 2,500 retail banking, mortgage lending, commercial banking, and financial services offices throughout the nation. Washington Mutual's press releases are available at www.wamunewsroom.com.

Forward Looking Statement

Our Form 10-K for 2004 and other documents that we filed with the Securities and Exchange Commission have forward-looking statements. In addition, our senior management may make forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may." Forward-looking statements provide our expectations or predictions of future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. These statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the

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forward-looking statements were made. There are a number of factors, many of which are beyond our control that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Some of these factors are:

-- Volatile interest rates impact the mortgage banking business and could adversely affect earnings;

-- Rising unemployment or a decrease in housing prices could adversely affect credit performance;

-- The potential for negative amortization in the option adjustable-rate mortgage product could have an adverse effect on the company's credit performance;

-- The company faces competition from banking and nonbanking companies;

-- Changes in the regulation of financial services companies and housing government-sponsored enterprises, and in particular, declines in the liquidity of the mortgage loan secondary market, could adversely affect business;

-- General business and economic conditions, including movements in interest rates, the slope of the yield curve and the potential overextension of housing prices in certain geographic markets, may significantly affect the company's business activities and earnings;

-- Negative public opinion could damage the company's reputation and adversely affect earnings; and,

-- Matters related to Washington Mutual Card Services, including, among others, risk related to integration of systems and the realization of expected growth opportunities.

###

Media Contact:   Alan Gulick
                              (206) 377-3637
                             alan.gulick@wamu.net

Investor Contact:   Alan Magleby
                                  (212) 326-6019
                                  alan.magleby@wamu.net

Annual cash retainer	$60,000.00
Annual deferred equity retainer	$0

Board / Committee meeting fees	$1,500.00
Telephonic-only meeting fees	$750.00

Committee Chair – Audit	$15,000.00
Vice Chair – Audit	$7,500.00
Committee Chair – Human Resources	$10,000.00
Committee Chair – Governance	$10,000.00
Committee Chair – Finance	$10,000.00
Committee Chair – Corporate Relations	$7,500.00

Presiding Director	$5,000.00

Annual Corporate Development Retainer	$6,000.00

Annual Equity Grant:
Stock Options: Restricted Stock:	$30,000.00 $70,000.00