SEC 1745
(02-02)

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	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
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Under the Securities Exchange Act of 1934
(Amendment No. 1)*

First Mutual Bancshares, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

3219OE102

(CUSIP Number)

July 30, 2002

(Date of Event Which Requires Filing of this Statement)

Vincent A. Ricci
Kathleen A. Keizer
Preston Gates & Ellis LLP
925 Fourth Avenue, Suite 2900

Seattle, WA 98104-1158

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[ X ]	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. 3219OE102

	1.	Names of reporting persons. S.S., I.R.S. Identification No. of above persons (entities only) Matthew G. Norton Co. 91-0449550

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 0.00%

	12.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) MGN Group LLC 88-0421794

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization State of Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-

			6.		Shared Voting Power -0-

			7.		Sole Dispositive Power -0-

			8.		Shared Dispositive Power -0-

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person -0-

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 0.00%

	12.	Type of Reporting Person (See Instructions) OO

Item 1.
	(a)	Name of Issuer First Mutual Bancshares, Inc. (the “Company”)
	(b)	Address of Issuer's Principal Executive Offices 400 108^th Avenue N.E., Bellevue, WA 98004

Item 2.
	(a)	Name of Person Filing Matthew G. Norton Co. and MGN Group LLC
	(b)	Address of Principal Business Office or, if none, Residence Matthew G. Norton Co. 801 Second Avenue, Suite 1300 Seattle, WA 98104 MGN Group LLC 639 Isbell Road, Suite 390 Reno, NV 89509
	(c)	Citizenship Matthew G. Norton Co. is a corporation organized under the laws of the State of Washington. MGN Group LLC is a limited liability company organized under the laws of the State of Nevada.
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 3219OE102

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not Applicable

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 0
	(b)	Percent of class: 0.00%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote 0
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 0

Item 5.	Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

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 or Control Person
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 I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 14, 2003
	Date

	MATTHEW G. NORTON CO.

	/s/ Joseph Kenny
	Signature

	Joseph Kenny, Chief Financial Officer
	Name/Title

	February 14, 2003
	Date

	MGN Group LLC.

	/s/ Joseph Kenny
	Signature

	Joseph Kenny, Secretary and Treasurer
	Name/Title