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FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Williams Jr. Robert Joab

(Last)(First)(Middle)
C/O WASHINGTON MUTUAL, INC., 1301 SECOND AVENUE

(Street)
SEATTLEWA98101

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2008
3. Issuer Name and Ticker or Trading Symbol
WASHINGTON MUTUAL, INC [WM]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 134,804.798
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)  (1)09/10/2015 Common Stock 44,000 $ 2.32 D  
Stock Option (Right to Buy)  (2)01/22/2018 Common Stock 113,636 $ 14.77 D  
Stock Option (Right to Buy)  (3)03/15/2015 Common Stock 27,300 $ 41.75 D  
Stock Option (Right to Buy)  (4)01/20/2016 Common Stock 30,000 $ 43.33 D  
Stock Option (Right to Buy)  (5)01/19/2017 Common Stock 37,129 $ 44.67 D  
Explanation of Responses:
1. The option vests in three equal annual installments commencing on the first anniversary of September10, 2008.
2. The option vests in three equal annual installments commencing on the first anniversary of January 22, 2008.
3. The option is fully vested.
4. The option vests in three equal annual installments commencing on the first anniversary of January 20, 2006.
5. The option vests in three equal annual installments commencing on the first anniversary of January 19, 2007.
 
Remarks:
williamspoa.TXT
John A. Maciel, Attorney-in-Fact11/21/2008
** Signature of Reporting PersonDate
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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby 
constitutes and appoints each of John Maciel, Jon Goulding, 
Dan Spragg, Doreen Logan, Chris Wells, Rishi Jain, Meeta Ojha,
Neal Wallace and William C. Kosturos, signing singly, the
undersigned's true and lawful attorney-in-fact to:

(1)execute for and on behalf of the undersigned, in the 
undersigned's capacity as an officer and/or director of 
Washington Mutual, Inc. (the "Company"), Forms 3, 4 and 5 
(including amendments thereto) in accordance with Section 16(a) 
of the Securities Exchange Act of 1934 and the rules and 
regulations thereunder and a Form ID, Uniform Application for 
Access Codes to File on Edgar;

(2)do and perform any and all acts for and on behalf of the 
undersigned which may be necessary or desirable to complete and 
execute any such Forms 3, 4 or 5 or Form ID and timely file such 
forms (including amendments thereto) and application with the 
United States Securities and Exchange Commission and any stock 
exchange or similar authority; and

(3)take any other action of any type whatsoever in 
connection with the foregoing which, in the opinion of such 
attorney-in-fact, may be of benefit to, in the best interest of, 
or legally required by, the undersigned, it being understood that 
the documents executed by such attorney-in-fact on behalf of the 
undersigned pursuant to this Power of Attorney shall be in such 
form and shall contain such terms and conditions as such 
attorney-in-fact may approve in such attorney-in-fact's 
discretion.

     The undersigned hereby grants to each such attorney-in-fact 
full power and authority to do and perform any and every act and 
thing whatsoever requisite, necessary or proper to be done in the 
exercise of any of the rights and powers herein granted, as fully 
to all intents and purposes as the undersigned might or could do 
if personally present, with full power of substitution or 
revocation, hereby ratifying and confirming all that such 
attorney-in-fact, or such attorney-in-fact's substitute or 
substitutes, shall lawfully do or cause to be done by virtue of 
this power of attorney and the rights and powers herein granted.  
The undersigned acknowledges that the foregoing attorneys-in-fact, 
in serving in such capacity at the request of the undersigned, are 
not assuming, nor is the Company assuming, any of the 
undersigned's responsibilities to comply with Section 16 of the 
Securities Exchange Act of 1934.

     The undersigned agrees that each such attorney-in-fact herein 
may rely entirely on information furnished orally or in writing by 
the undersigned to such attorney-in-fact.  The undersigned also 
agrees to indemnify and hold harmless the Company and each such 
attorney-in-fact against any losses, claims, damages or liabilities 
(or actions in these respects) that arise out of or are based upon 
any untrue statements or omission of necessary facts in the 
information provided by the undersigned to such attorney-in fact 
for purposes of executing, acknowledging, delivering or filing 
Forms 3, 4 or 5 (including amendments thereto) or Form ID and 
agrees to reimburse the Company and such attorney-in-fact for any 
legal or other expenses reasonably incurred in connection with 
investigating or defending against any such loss, claim, damage, 
liability or action.

     This Power of Attorney supersedes any power of attorney 
previously executed by the undersigned regarding the purposes 
outlined in the first paragraph hereof ("Prior Powers of 
Attorney"), and the authority of the attorneys-in-fact named in 
any Prior Powers of Attorney is hereby revoked.

     This Power of Attorney shall remain in full force and effect 
until the undersigned is no longer required to file Forms 3, 4 
or 5 with respect to the undersigned's holdings of and 
transactions in securities issued by the Company, unless earlier 
(a) revoked by the undersigned in a signed writing delivered to 
the foregoing attorneys-in-fact or (b) superseded by a new power 
of attorney regarding the purposes outlined in the first 
paragraph hereof dated as of a later date.

     IN WITNESS WHEREOF, the undersigned has caused this Power 
of Attorney to be executed as of this 14th day of November, 2008.

     
/s/ Robert J. Williams, Jr.
Robert J. Williams, Jr.
       

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