Company Name: Washington Mutual, Inc.
Public Availability Date: December 31, 2007

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 14, 2007

Direct Dial (202) 955-8671
Fax No. (202) 530-9569
Client No. C 95206-00128

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Shareholder Proposal of Edward Hernstadt, as represented by Newground Social Investment Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, Washington Mutual, Inc. (the "Company"), intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Shareholders (collectively, the "2008 Proxy Materials") a shareholder proposal and statements in support thereof (the "Proposal") received from Edward Hernstadt, as represented by Newground Social Investment (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before the Company intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that shareholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of the Company pursuant to Rule 14a-8(k).

BASIS FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials pursuant to Rule 14a-8(b) and Rule 14a-8(f)(1) because the Proponent has not provided the requisite proof of continuous share ownership in response to the Company's proper request for that information. A copy of the Proposal, which requests the Company provide a report on its political contributions, as well as related correspondence from the Proponent, is attached to this letter as Exhibit A.

BACKGROUND

The Proponent submitted the Proposal on November 15, 2007, to the Company via courier. The Company received the Proposal on November 16, 2007. The Proponent did not include with the Proposal evidence demonstrating satisfaction of Rule 14a-8(b) and did not include a statement that the Proponent intended to hold the shares through the date of the Company's 2008 Annual Meeting of Shareholders. Furthermore, the Proponent does not appear on the records of the Company's stock transfer agent as a shareholder of record.

Accordingly, the Company sent via Federal Express a letter on November 27, 2007, which was within 14 calendar days of the Company's receipt of the Proposal, notifying the Proponent of the requirements of Rule 14a-8 and how the Proponent could cure the procedural deficiency, specifically that a shareholder must satisfy the ownership requirements under Rule 14a-8(b) (the "Deficiency Notice"). A copy of the Deficiency Notice is attached hereto as Exhibit B. In addition, the Company attached to the Deficiency Notice a copy of Rule 14a-8. The Deficiency Notice states, "to date we have not received proof that [the Proponent] has satisfied Rule 14a-8's ownership requirements" and further states:

To remedy this defect, on behalf of [the Proponent] you must submit sufficient proof of his ownership of Company shares. As explained in Rule 14a-8(b), sufficient proof may be in the form of:

a written statement from the "record" holder of [the Proponent's] shares (usually a broker or a bank) verifying that, as of the date the proposal was submitted, [the Proponent] continuously held the requisite number of Company shares for at least one year; or

if [the Proponent] has filed with the Securities and Exchange Commission ("SEC") a Schedule 13D, Schedule 13G, Form 3, Form 4 or Form 5, or amendments to those documents or updated forms, ... a copy of the schedule and/or form ... and a written statement that [the Proponent] continuously held the required number of shares for the one-year period.

The Deficiency Notice also notes that verification is required that the Proponent "intends to continue to hold the requisite number of shares through the date of the Company's 2008 Annual Meeting." Federal Express records confirm delivery of the Deficiency Notice to the Proponent at 10:36 a.m. on November 29, 2007. See Exhibit C.

ANALYSIS

The Proposal May Be Excluded under Rule 14a-8(b) and Rule 14a-8(f)(1) Because the Proponent Failed to Establish the Requisite Eligibility to Submit the Proposal.

The Company may exclude the Proposal under Rule 14a-8(f)(1) because the Proponent did not substantiate eligibility to submit the Proposal under Rule 14a-8(b). Rule 14a-8(b)(1) provides, in part, that "[i]n order to be eligible to submit a proposal, [a shareholder] must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at the meeting for at least one year by the date [the shareholder] submit[s] the proposal." Staff Legal Bulletin No. 14 specifies that when the shareholder is not the registered holder, the shareholder "is responsible for proving his or her eligibility to submit a proposal to the company," which the shareholder may do by one of the two ways provided in Rule 14a-8(b)(2). See Section C.1.c, Staff Legal Bulletin No. 14 (July 13, 2001).

As described above, the Company received the Proposal on November 16, 2007. The Company timely sent the Deficiency Notice by Federal Express on November 27, 2007, which was within 14 days of receiving the Proposal, and the Proponent received the Deficiency Notice on November 29, 2007. As of December 13, 2007, the Proponent has not replied to the Deficiency Notice. Thus, the Proponent failed to reply to the Deficiency Notice within 14 calendar days of receiving such notice, the period prescribed by Rule 14a-8(b).

Rule 14a-8(f) provides that a company may exclude a shareholder proposal if the proponent fails to provide evidence of eligibility under Rule 14a-8, including the beneficial ownership requirements of Rule 14a-8(b), provided that the company timely notifies the proponent of the problem and the proponent fails to correct the deficiency within the required time. The Company satisfied its obligation under Rule 14a-8 by transmitting to the Proponent in a timely manner the Deficiency Notice, which stated:

the ownership requirements of Rule 14a-8(b);

the fact that, according to the Company's stock records, the Proponent was not a record owner of its shares;

the type of documentation necessary to demonstrate beneficial ownership under Rule 14a-8(b);

the fact that verification that the Proponent intends to continue to hold the shares through the Company's 2008 Annual Meeting was required;

that the Proponent's response had to be postmarked or transmitted electronically no later than 14 calendar days from the date the Proponent received the Deficiency Notice; and

that a copy of the shareholder proposal rules set forth in Rule 14a-8 was enclosed.

On numerous occasions the Staff has taken a no-action position concerning a company's omission of shareholder proposals based on a proponent's failure to provide satisfactory evidence of eligibility under Rule 14a-8(b) and Rule 14a-8(f)(1). See, e.g., General Motors Corp. (avail. Apr. 5, 2007); Yahoo, Inc. (avail. Mar. 29, 2007); CSK Auto Corp. (avail. Jan. 29, 2007); Motorola, Inc. (avail. Jan. 10, 2005), Johnson & Johnson (avail. Jan. 3, 2005); Agilent Technologies (avail. Nov. 19, 2004); Intel Corp. (avail. Jan. 29, 2004). More specifically, the Staff consistently has granted no-action relief when a proponent "appears not to have responded" to a company's "request for documentary support indicating that [the proponent] has satisfied" Rule 14a-8(b)'s ownership requirements. Torotel Inc. (avail. Aug. 29, 2007); Dell Inc. (avail. Apr. 2, 2007); Citizens Communications Co. (avail. Mar. 8, 2007); International Paper Co. (avail. Feb. 28, 2007); International Business Machines Corp. (avail. Dec. 5, 2006); General Motors Corp. (avail. Apr. 3, 2006). Similarly here, the Proponent did not respond to the Company's request for documentary support proving that the Proponent had satisfied Rule 14a-8(b)'s continuous ownership requirements.

Despite the Deficiency Notice, the Proponent has failed to provide the Company with satisfactory evidence of the requisite ownership of Company stock as of the date the Proposal was submitted. Accordingly, we ask that the Staff concur that the Company may exclude the Proposal under Rule 14a-8(b) and Rule 14a-8(f)(1).

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its 2008 Proxy Materials in reliance on Rule 14a-8(b) and Rule 14a-8(f)(1). We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. In addition, the Company agrees to promptly forward to the Proponent any response from the Staff to this no-action request that the Staff transmits by facsimile to the Company only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8671, my colleague Elizabeth A. Ising at (202) 955-8287 or Christopher J. Bellavia, First Vice President and Assistant General Counsel at the Company, at (206) 500-4337.

Sincerely,

/s/

Ronald O. Mueller

ROM/jlk

Enclosures

cc: Christopher J. Bellavia, Washington Mutual, Inc. Bruce T. Herbert, Newground Social Investment

[INQUIRY LETTER]

Via Courier

Thursday, November 15, 2007

Ms. Susan Taylor
Corporate Secretary
Washington Mutual, Inc.
1301 Second Avenue
Seattle, WA 98101

Re: Item on Political Activity Disclosure for Inclusion in Proxy

Dear Ms. Taylor,

We write representing 200 shares of Washington Mutual common stock, held in the name of our client Edward Hernstadt.

Relative to these shares, and consistent with Securities and Exchange Commission rules (including rule 14a-8), attached please find a resolution for inclusion in the proxy for the Washington Mutual 2008 annual meeting of shareowners.

Though there has been an interest in dialogue on the part of the Company, we offer this resolution at this time merely to preserve our right as shareowners to bring issues for consideration before the full body of owners of Washington Mutual.

As an active participant in the community of socially concerned investors, and as a past Governing Boardmember of the Interfaith Center on Corporate Responsibility (ICCR), I am eager to engage in dialog on the topic of transparency of political contributionswith the hope that an agreement on this critical corporate governance issue can be reached and the resolution withdrawn.

We look for this dialog to take place in the same spirit of collegiality that we have enjoyed when discussing this topic at previous annual meetings with Mr. Kerry Killinger and others from the Company. Ms. Taylor, we look forward to connecting with you or your representatives regarding this important matter.

Sincerely,

/s/

Bruce T. Herbert, AIF
President | ACCREDITED INVESTMENT FIDUCIARY

cc: Securities and Exchange Commission

[APPENDIX]

Resolved, that the shareholders of Washington Mutual, Inc ("Company") hereby request that the Company provide a report, updated semi-annually, disclosing the Company's:

1. Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.

2. Monetary and non-monetary political contributions and expenditures not deductible under section 162 (e)(1)(B) of the Internal Revenue Code, including but not limited to contributions to or expenditures on behalf of political candidates, political parties, political committees and other political entities organized and operating under 26 USC Sec. 527 of the Internal Revenue Code and any portion of any dues or similar payments made to any tax exempt organization that is used for an expenditure or contribution if made directly by the corporation would not be deductible under section 162 (e)(1)(B) of the Internal Revenue Code. The report shall include the following:

a. An accounting of the Company's funds that are used for political contributions or expenditures as described above;

b. Identification of the person or persons in the Company who participated in making the decisions to make the political contribution or expenditure; and

c. The internal guidelines or policies, if any, governing the Company's political contributions and expenditures.

The report shall be presented to the board of directors' audit committee or other relevant oversight committee and posted on the company's website to reduce costs to shareholders.

Stockholder Supporting Statement

As long-term shareholders of Washington Mutual, Inc, we support transparency and accountability in corporate spending on political activities. These activities include direct and indirect political contributions to candidates, political parties or political organizations; independent expenditures; or electioneering communications on behalf of a federal, state or local candidate.

Disclosure is consistent with public policy and in the best interest of the company and its shareholders. Absent a system of accountability, company assets can be used for policy objectives that may be inimical to the long-term interests of and may pose risks to the company and its shareholders.

Washington Mutual, Inc contributed at least $700,000 in corporate funds since the 2002 election cycle. (CQ's PoliticalMoneyLine, available at http://moneyline.cg.com/pml/home.do and National Institute on Money in State Politics, available at http://www.followthemoney.org/index.phtml)

However, relying on publicly available data does not provide a complete picture of the Company's political expenditures. For example, the Company's payments to trade associations used for political activities are undisclosed and unknown. In many cases, even corporate management does not know how trade associations use their company's money politically.

The proposal asks the Company to disclose all of its political contributions, including payments to trade associations and other tax exempt organizations. This would bring our Company in line with a growing number of leading companies, including Pfizer, Dell, Aetna and American Electric Power that support political disclosure and accountability and disclose this information on their websites.

The Company's Board and its shareholders need complete disclosure to be able to fully evaluate the political use of corporate assets. Thus, we urge your support for this critical governance reform.

[STAFF REPLY LETTER]

December 31, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Washington Mutual, Inc. Incoming letter dated December 14, 2007

The proposal relates to political contributions and expenditures.

There appears to be some basis for your view that Washington Mutual may exclude the proposal under rule 14a-8(f). Rule 14a-8(b) requires a proponent to provide a written statement that the proponent intends to hold its common stock through the date of the shareholder meeting. It appears that the proponent did not respond to Washington Mutual's request for this statement. Accordingly, we will not recommend enforcement action to the Commission if Washington Mutual omits the proposal from its proxy materials in reliance on rules -14a-8(b) and 14a-8(f).

Sincerely,

/s/

Heather L. Maples
Special Counsel