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 *
WILLIS B WOOD JR
  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)
GT23H4, 555 WEST 5TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2004
(Street)

LOS ANGELES, CA 900131011
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 11/08/2004   M   250 A $ 7.9 22,182.02 D  
Common 11/08/2004   S   250 D $ 39.49 21,932.02 D  
Common 11/08/2004   M   800 A $ 7.9 22,732.02 D  
Common 11/08/2004   S   800 D $ 39.48 21,932.02 D  
Common 11/08/2004   M   1,900 A $ 7.9 23,832.02 D  
Common 11/08/2004   S   1,900 D $ 39.48 21,932.02 D  
Common 11/08/2004   M   2,113 A $ 7.9 24,045.02 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 (1) $ 0 (2) 11/05/2004   A   19.05     (3)   (3) Common 19.05 $ 39.38 10,587.52 D  
Stock Option (Right to Buy) $ 7.9 11/08/2004   M     250   (4) 01/03/2005 Common 250 $ 39.49 4,813 D  
Stock Option (Right to Buy) $ 7.9 11/08/2004   M     800   (4) 01/03/2005 Common 800 $ 39.48 4,013 D  
Stock Option (Right to Buy) $ 7.9 11/08/2004   M     1,900   (4) 01/03/2005 Common 1,900 $ 39.48 2,113 D  
Stock Option (Right to Buy) $ 7.9 11/08/2004   M     2,113   (4) 01/03/2005 Common 2,113 $ 39.38 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILLIS B WOOD JR
GT23H4
555 WEST 5TH STREET
LOS ANGELES, CA 900131011
  X      

Signatures

 By: /s/ Sophie Hager Hume, Attorney-in-Fact   11/09/2004
**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) Phantom stock shares acquired under the Washington Mutual, Inc. (WM) Deferred Compensation Plan for Directors and Certain Highly Compensated Employees (DCP) through Board fee deferral.
(2) Converts to common stock on a one-for-one basis.
(3) Phantom stock distributed upon payment commencement date selected by reporting person.
(4) Grant of option pursuant to the Great Western Financial Corporation 1988 Stock Option and Incentive Plan (as amended effective July 26, 1994). The option vested on the six-month and one-year anniversary of the grant date.

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