8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 25, 2009

Washington Mutual, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Washington
(State or Other Jurisdiction of Incorporation) 1-14667
(Commission File Number) 91-1653725
(IRS Employer Identification No.)

1301 Second Avenue, Seattle, Washington
(Address of Principal Executive Offices) 98101
(Zip Code)

(206) 432-8887
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-3.1

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 25, 2009, in connection the dissolution of certain standing committees of the Board of Directors of Washington Mutual, Inc. (the “Company”) and in recognition of the changes that have occurred regarding the Company’s operations since September 26, 2008 when the Company filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code, the Company’s Board of Directors (the “Board”) approved certain amendments to the Company’s bylaws (the “Bylaws”) to: (i) remove the range provided in Article II of the Bylaws regarding the size of the Board; (ii) remove provisions in Article IV of the Bylaws regarding the Company’s Audit Committee, Human Resources Committee, Governance Committee, Finance Committee, Corporate Relations Committee and Corporate Development Committee, as such committees have been dissolved; and (iii) remove provisions in Article V of the Bylaws regarding the Company’s General Auditor, as such position is no longer required. The foregoing amendments to the Bylaws are effective as of June 25, 2009. The foregoing summary is qualified in its entirety by reference to Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Amendments to Bylaws of the Company

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WASHINGTON MUTUAL, INC. (Registrant)
Date: June 25, 2009	By:	/s/ John Maciel
		John Maciel
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendments to Bylaws of the Company

EX-3.1

EXHIBIT 3.1

AMENDMENTS TO BYLAWS
OF
WASHINGTON MUTUAL, INC.

Article II is amended and replaced in its entirety by the following:

“ARTICLE II

NUMBER OF DIRECTORS

     The number of directors of this corporation shall be determined from time to time by resolution adopted by the board of directors.”

Section 4.11 is amended and replaced in its entirety by the following: “[Reserved.]”

Section 4.12 is amended and replaced in its entirety by the following: “[Reserved.]”

Section 4.13 is amended and replaced in its entirety by the following: “[Reserved.]”

Section 4.14 is amended and replaced in its entirety by the following: “[Reserved.]”

Section 4.15 is amended and replaced in its entirety by the following: “[Reserved.]”

Section 4.16 is amended and replaced in its entirety by the following: “[Reserved.]”

Section 5.1 is amended and replaced in its entirety by the following:

     “Ranks and Terms in Office. The officers of the corporation shall be a Chief Executive Officer, a President, a Chief Financial Officer, a Controller, and such Vice Chairs, Executive Vice Presidents, Senior Vice Presidents or First Vice Presidents as the board of directors may designate and elect, or such other officers as the board of directors may designate and elect or the Chief Executive Officer may designate and appoint.

     Officers shall serve until the termination of their employment or their earlier removal from service as officers. Any officer may be removed, with or without cause, by the board of directors, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer who has been elected by the board of directors may be suspended with or without pay by the Chief Executive Officer, and any other officer may be removed or suspended with or without pay by the Chief Executive Officer, but such removal or suspension shall be without prejudice to the contractual rights, if any, of the person so removed or suspended. The termination of any officer’s employment shall constitute removal of such person from office, effective as of the date of termination of employment.”

Section 5.5 is amended and replaced in its entirety by the following: “[Reserved.]”