WASHINGTON MUTUAL INC (Form: SC 13G/A, Received: 02/14/2003 15:49:29)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
ANNUAL FILING
(Amendment No. "1")

Washington Mutual Inc.
(NAME OF ISSUER)

Common Stock, par value $0.01 per share
(TITLE CLASS OF SECURITIES)

939322871
(CUSIP NUMBER)

12/31/02
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:

(X) RULE 13D-1(B)

( ) RULE 13D-1(C)

( ) RULE 13D-1(D)

*THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED IN A PRIOR COVER PAGE.

THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).

CUSIP  NO.  939322871           13G                               PAGE  2  OF  9

1.   NAME  OF  REPORTING  PERSON/EIN
     General  Motors  Investment  Management  Corporation

2.   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP.*

     NOT  APPLICABLE                                 A  __
                                                     B  __
3.   SEC  USE  ONLY

4.   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
     Delaware


5.   SOLE  VOTING  POWER
     0
6.   SHARED  VOTING  POWER
     0
7.   SOLE  DISPOSITIVE  POWER
     0
8.   SHARED  DISPOSITIVE  POWER
     0
9.   TOTAL  BENEFICIALLY  OWNED
     0

10.  CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN  ROW  (9)  EXCLUDES  CERTAIN
     SHARES*

     NOT  APPLICABLE

11.  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  9

     0.00%

12.  TYPE  OF  REPORTING  PERSON*
     IA,  CO

CUSIP  NO.  939322871                                             PAGE  3  OF  9


1.   NAME  OF  REPORTING  PERSON/EIN
          State Street Bank and Trust Company, as trustee for General Motors
          Employes Global Group Pension Trust

2.   CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP.*

     NOT APPLICABLE                                  A __
                                                     B  __
3.   SEC  USE  ONLY

4.   CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
     New York, New York


5.   SOLE  VOTING  POWER
     SHARES          0
6.   SHARED  VOTING  POWER
     SHARES          0
7.   SOLE  DISPOSITIVE  POWER
     SHARES          0
8.   SHARED  DISPOSITIVE  POWER
     SHARES          0
9.   TOTAL  BENEFICIALLY  OWNED
     SHARES          0
10.  CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN ROW (9) EXCLUDES CERTAIN SHARES*

     NOT  APPLICABLE

11.  PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  9

     0%

12.  TYPE  OF  REPORTING  PERSON*
     EP

-----------

SCHEDULE 13G PAGE 4 OF 9
ITEM 1.

(A) NAME OF ISSUER
Washington Mutual Inc.

(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1201 Third Avenue, Seattle, WA 98101
ITEM 2.

(A) NAME OF PERSON FILING

(i) State Street Bank and Trust Company, as trustee for General Motors Employes Global Group Pension Trust ("Trust")
(ii) General Motors Investment Management Corporation ("GMIMCo")

(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

(i) Trust c/o State Street Bank and Trust Company 225 Franklin Street Boston, MA 02110

(ii) GMIMCo 767 Fifth Avenue New York, NY 10153

(i) Trust - New York
(ii) GMIMCo - Delaware

(D) TITLE CLASS OF SECURITIES
Common Stock, par value $0.01 per share (Washington Mutual Company Shares)

(E) CUSIP NUMBER
939322871

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A:

(SELECT EITHER E OR F)
(E)[x] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (in the case of GMIMCo)

(F)[x] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act OF 1974 or Endowment Fund (in the case of the Trust) SEE SECTION 240.13d-1(b)(1)(ii)(F)

PAGE 5 of 9

ITEM 4. OWNERSHIP

The Trust is a trust formed under and for the benefit of one or more employee benefit plans ("Plans") of General Motors Corporation ("GM"), its subsidiaries and unrelated employers. GMIMCo is registered as an investment adviser under the Investment Advisers Act of 1940. Its principal business is providing investment advice and investment management services with respect to the assets of the Plans and of certain direct and indirect subsidiaries of GM and other entities. The Trust and GMIMCo are referred to herein as the "Reporting Persons."

GMIMCo has the responsibility to select and terminate investment managers with respect to the Plans. It also itself manages certain assets of the Plans. GMIMCo has discretionary authority over the assets of the Plans which it manages including voting and investment power with respect to securities of the Issuer included among such assets. In view of GMIMCo's management of certain assets of the Plans, the following information is being provided as of December 31, 2002 with respect to such securities of the Issuer under management for the benefit of the Plans (1):

(A) AMOUNT BENEFICIALLY OWNED

(i) Trust - 0.00
(ii) GMIMCo - 0.00

(B) PERCENT OF CLASS

(i) Trust - 0.00%
(ii) GMIMCo - 0.00%

(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE - Same as set forth under Item 4 (a) above
(III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITIO - 0
(IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF- Same as set forth under Item 4 (a) above.

The various trusts established under the Plans invest in a variety of investment media, including publicly traded and privately placed securities. Such investments could include shares of the Issuer and/or other securities of the Issuer in addition to those referred to in this statement ("Additional Securities"). The investment and voting decisions regarding any Additional Securities which might be owned by such trusts are made by the trustees thereof or unrelated investment managers, who, in so acting, act independently of GMIMCo (although the appointment of such investment managers is subject to authorization of and termination by GMIMCo as noted above). No information regarding any such holdings by such trusts under the Plans is contained in this statement.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

(x)

(footnotes)
(1) Pursuant to Rule 13d-4. The Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such Person is, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement

PAGE 6 OF 9

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

NOT APPLICABLE

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

NOT APPLICABLE

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

NOT APPLICABLE

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

NOT APPLICABLE

ITEM 10. CERTIFICATION

By signing below the undersigned certifies that, to the best of the undersigned's knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

PAGE 7 of 9

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February ___, 2003

STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS EMPLOYES
GLOBAL GROUP PENSION TRUST (as directed by
General Motors Investment Management Corporation)

By: ______________________________________
Name:
Title:

PAGE 8 of 9

After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February ___, 2003

GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION

By: ______________________________________
Name:
Title:

PAGE 9 OF 9

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock of Washington Mutual Inc. being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February ___, 2003

STATE STREET BANK AND TRUST COMPANY,
As trustee for GENERAL MOTORS EMPLOYES
GLOBAL GROUP PENSION TRUST (as directed by
General Motors Investment Management Corporation)

By:____________________________________
Name:
Title:

GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION

By:____________________________________
Name:
Title: