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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

OSMER MCQUADE MARGARET 		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)

125 EAST 72ND STREET, #7D 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/4/2002
(Street)

NEW YORK CITY, NY 10021
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

3/20/2003 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   (2) 3/18/2003     A     256.22         (3)   (3) Common   256.22   $34.1500   256.22   D  
 
Phantom Stock BTA   (4) $0.0000   (2)                   (5)   (6) Common   12937.31     0   D  
 
Phantom Stock VDC   (7) $0.0000   (2)                   (5)   (6) Common   996.69     0   D  
 

Explanation of Responses:
(1)  Phantom stock shares acquired under the Washington Mutual, Inc. Deferred Compensation Plan for Directors and Certain Highly Compensated Employees (DCP) through deferral of annual retainer.
(2)  Converts to common stock on a one-for-one basis.
(3)  Phantom stock exercisable upon reporting person ceasing to be an Eligible Employee in the DCP.
(4)  Shares of phantom stock held in reporting person's Benefit Transfer Account.
(5)  Immediately.
(6)  Shares of phantom stock are generally to be settled following the reporting person's termination of service as a director.
(7)  Shares of phantom stock held in reporting person's Voluntary Deferred Compensation Plan Account.

Remarks:
In the original report filed on 3/20/2003, these separate securities were aggregated into one entry and on this amended report they are being reported separately.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OSMER MCQUADE MARGARET
125 EAST 72ND STREET, #7D
NEW YORK CITY, NY 10021 		X



Signatures
By: /s/ Sophie Hager Hume, Attorney-in-Fact 12/17/2003
** Signature of Reporting Person Date


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 4(b)(v).
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