EXHIBIT 4.2

         UNLESS THIS SECURITY (AS DEFINED  HEREIN) IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE  OF THE DEPOSITORY  TRUST COMPANY,  A NEW YORK  CORPORATION  (THE
"DEPOSITARY"),  TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE  OF THE  DEPOSITARY  AND ANY AMOUNT  PAYABLE  THEREUNDER  IS MADE
PAYABLE TO CEDE & CO. OR TO SUCH OTHER NAME,  ANY TRANSFER,  PLEDGE OR OTHER USE
HEREOF FOR VALUE OR  OTHERWISE  BY OR TO ANY PERSON IS WRONGFUL  INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         UNLESS AND UNTIL THIS  SECURITY  IS  EXCHANGED  IN WHOLE OR IN PART FOR
CERTIFICATED  SECURITIES  REGISTERED  IN THE  NAMES  OF THE  VARIOUS  BENEFICIAL
HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY BY THE DEPOSITARY OR A SUCCESSOR
DEPOSITARY,  THIS  SECURITY  MAY NOT BE  TRANSFERRED  EXCEPT  AS A WHOLE  BY THE
DEPOSITARY TO A NOMINEE OF THE  DEPOSITARY OR BY A NOMINEE OF THE  DEPOSITARY TO
THE DEPOSITARY OR ANOTHER  NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH  NOMINEE  TO  A  SUCCESSOR  DEPOSITARY  OR  A  NOMINEE  OF  SUCH  SUCCESSOR
DEPOSITARY.

                      WASHINGTON MUTUAL FINANCE CORPORATION

                       67/8% SENIOR NOTES DUE MAY 15, 2011

No. 1                                                               $500,000,000
                                                               CUSIP:  939333AC4

         WASHINGTON MUTUAL FINANCE  CORPORATION,  a Delaware corporation (herein
called the  "Company",  which term shall refer to such Company until a successor
corporation  shall have become such pursuant to the  provisions of the Indenture
referred  to  herein  and  thereafter   "Company"   shall  mean  such  successor
corporation),  for value  received,  hereby  promises  to pay to Cede & Co.,  or
registered   assigns,   the  principal  sum  of  Five  Hundred  Million  Dollars
($500,000,000)  on May 15, 2011, and to pay interest  thereon from May 24, 2001,
or from the most recent Interest Payment Date to which interest has been paid or
duly  provided  for,  semiannually  on May  15 and  November  15 in  each  year,
commencing  November  15,  2001,  at the  rate of 67/8%  per  annum,  until  the
principal hereof is paid or made available for payment.

         The interest so payable,  and punctually  paid or duly provided for, on
any Interest  Payment Date will, as provided in such  Indenture,  be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be (in each case whether or not a Business Day) the May 1
or November 1 as the case may be, next preceding such Interest Payment Date. Any
interest not punctually  paid or duly provided for shall  forthwith  cease to be


                                      -1-
<PAGE>

payable to the Holder on such Regular  Record Date and may either be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

         Payment of the principal of (and  premium,  if any, on) and interest on
this Security will be made at the corporate trust office of The Bank of New York
in New York, New York, or at the office or agency of the Company  maintained for
that purpose in the Borough of Manhattan,  in The City of New York, in such coin
or currency  of the United  States of America as at the time of payment is legal
tender for payment of public and private debts;  provided,  however, that at the
option of the  Company,  payment of interest  may be made by check mailed to the
address  of the Person  entitled  thereto as such  address  shall  appear in the
Security Register.

         This  security is one of a duly  authorized  issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series  under  an  Indenture,  dated  as of  June 8,  2000  (herein  called  the
"Indenture"),  between the Company and The Bank of New York, as Trustee  (herein
called the  "Trustee,"  which term  includes any  successor  trustee or trustees
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective  rights,  limitations
of rights,  duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities  and of the terms upon which the  Securities  are, and
are to be,  authenticated  and  delivered.  This  Security  is one of the series
designated  on the  face  hereof,  limited  in  aggregate  principal  amount  to
$500,000,000.

         The Securities are not redeemable at the option of the Company prior to
Stated Maturity.

         If an Event of Default with respect to  Securities of this series shall
occur and be  continuing,  the principal of the Securities of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the  Holders of not less than a majority in  principal  amount of the
Securities at the time  Outstanding of all series to be affected  (acting as one
class).  The Indenture  also  provides  that,  regarding  the  Securities of any
series,  the  Holders of not less than a  majority  in  principal  amount of the
Securities  at the time  Outstanding  of such  series  may  waive  certain  past
defaults and their  consequences  on behalf of the Holders of all  Securities of
such series.  Any such consent or waiver by the Holder of this Security shall be
conclusive  and  binding  upon such  Holder and upon all future  Holders of this
Security and of any Security issued upon the  registration of transfer hereof or
in exchange  herefor or in lieu hereof,  whether or not notation of such consent


                                      -2-
<PAGE>

or waiver is made upon this Security.

         As provided in the Indenture,  the Company shall be discharged from its
obligations  with respect to the  Securities of any series when (1) with respect
to all  Outstanding  Securities  of such  series,  the Company has  deposited or
caused to be deposited with the Trustee as a trust fund specifically  pledged as
security  for,  and  dedicated  solely  to, the  benefit  of the  Holders of the
Securities  of such  series  (i)  money  in an  amount  as  will,  or (ii)  U.S.
Government  Obligations  as will,  together with the  predetermined  and certain
income to accrue thereon without  consideration of any reinvestment  thereof, or
(iii) a combination  of (i) and (ii) as will (in a written  opinion with respect
to (ii) or (iii) of independent public accountants delivered to the Trustee), be
sufficient  to pay and  discharge  the entire  indebtedness  on all  Outstanding
Securities of such series for principal (and premium,  if any) and interest,  if
any, to the Stated  Maturity;  and (2) the Company has paid or caused to be paid
all other sums  payable  with  respect  to the  Outstanding  Securities  of such
series;  and  (3)  the  Company  has  delivered  to  the  Trustee  an  Officers'
Certificate and an Opinion of Counsel stating that all such conditions precedent
have been complied  with; and (4) the Company has delivered to the Trustee (i) a
ruling  directed to the Company and the Trustee from the United States  Internal
Revenue Service to the effect that Holders of the Securities of such series will
not recognize  income,  gain or loss for Federal income tax purposes as a result
thereof and will be subject to Federal income tax as if such option had not been
exercised  or (ii) an Opinion  of  Counsel  to the same  effect and based upon a
change in law.

         No reference herein to the Indenture and no provisions of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the coin
or currency,  herein and in the Indenture  provided;  subject,  however,  to the
provisions  for the  discharge  of the Company  from its  obligations  under the
Securities  upon  satisfaction  of the  conditions  set  forth in the  preceding
paragraph or in the Indenture.

         As provided in the Indenture,  upon any  consolidation or merger or any
conveyance,  transfer  or lease of the  properties  and  assets  of the  Company
substantially as an entirety in accordance with the provisions of the Indenture,
the  successor  corporation  formed  by such  consolidation  or into  which  the
predecessor corporation is merged or to which such conveyance, transfer or lease
is made  shall be  substituted  for the  predecessor  corporation  with the same
effect  as if  such  successor  corporation  had  been  named  as  the  Company.
Thereafter the predecessor  corporation shall be relieved of the performance and
observance of all obligations and covenants of the Indenture and the Securities,
including but not limited to the  obligation to make payment of the principal of
(and  premium,  if any, on) and  interest,  if any, on all the  Securities  then
Outstanding, and, in the event of any such conveyance, transfer or lease, may be
liquidated and dissolved.

         As provided in the Indenture and subject to certain limitations therein
set  forth,  the  transfer  of this  Security  is  registrable  in the  Security
Register,  upon surrender of this Security for  registration  of transfer at the
office or agency  of the  Company  in any  place  where  the  principal  of (and
premium,  if any) and interest on this Security are payable,  when duly endorsed
by, or accompanied by a written  instrument of transfer in form  satisfactory to


                                      -3-
<PAGE>

the Company and the Security  Registrar  duly  executed by, the Holder hereof or
his  attorney  duly  authorized  in  writing,  and  thereupon  one or  more  new
Securities of this series, of authorized  denominations and for a like aggregate
principal  amount  and tenor,  will be issued to the  designated  transferee  or
transferees.

         The  Securities  of this series are issuable  only in  registered  form
without  coupons in  denominations  of $1,000 and any larger  amount  that is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth,  Securities of this series are exchangeable for a
like  aggregate  principal  amount and tenor of  Securities  of this series of a
different  authorized  denomination,  upon  surrender  of the  Securities  to be
exchanged at any such office or agency.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         As provided in the Indenture,  no recourse shall be had for the payment
of the principal of (or premium,  if any, on) or the  interest,  if any, on this
Security,  or any part  hereof,  or for any claim based  hereon or  otherwise in
respect  hereof,  or  of  the  indebtedness  represented  hereby,  or  upon  any
obligation,  covenant or agreement of the Company in the Indenture,  against any
incorporator,  direct or indirect  stockholder,  officer or  director,  as such,
past, present or future, of the Company or of any successor  corporation (either
directly or through the Company or any such successor  corporation),  whether by
virtue  of any  constitutional  provision,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty or otherwise, all liability, if any, of
that  character  against  every  such  incorporator,  stockholder,  officer  and
director  being by the acceptance  hereof,  and as a condition of and as part of
the consideration for the issue hereof, expressly waived and released.

         The Indenture and the Securities  shall be governed by and construed in
accordance with the laws of the State of New York.

         All terms used in this  Security  which are  defined  in the  Indenture
shall have the meanings assigned to them in the Indenture.

         Unless the  certificate of  authentication  hereon has been executed by
the  Trustee by manual  signature,  this  Security  shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


                                      -4-
<PAGE>



         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

                        WASHINGTON MUTUAL FINANCE CORPORATION



                         By: ___________________________
                               Senior Vice President

[SEAL]

Attest:



-----------------------------
Secretary



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated and issued under
the within mentioned Indenture.

Dated:  May ____, 2001

                                         THE BANK OF NEW YORK, as Trustee



                                         By:_____________________________
                                               Authorized Signatory





                                      -5-
<PAGE>





                              --------------------



                                  ABBREVIATIONS


         The  following  abbreviations,  when  used in the  inscription  on this
Security,  shall be construed as though they were written out in full  according
to applicable laws or regulations.


TEN COM --   as tenants in common                  UNIF GIFT MIN ACT
TEN ENT --   as tenants by the
             entireties with right
             of survivorship and not               ________Custodian
             as tenants in common                  (Cust)
JT TEN --    as joint tenants
             with right of survivor-
             ship and not as tenants
             in common                             (Minor)
                                                   Under Uniform Gifts
                                                   to Minor Act



                                                   (State)


Additional abbreviations may also be used though not in the above list.

                                -----------------



                                      -6-
<PAGE>



      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to

INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE

 --------------------
|                    |
|                    |
 --------------------     -----------------------------------------------------

             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
the within Security of Washington  Mutual Finance  Corporation,  and irrevocably
constitutes

and appoints__________________________________________________________________

to transfer  said Security on the books of the within named  Company,  with full
power of substitution in the premises.

Dated: ___________                  __________________________________________

                                             ______________________________
                                             The  signature  to this  assignment
                                             must  correspond  with  the name as
                                             written   upon   the  face  of  the
                                             Security   in   every    particular
                                             without  alteration or enlargement,
                                             or any change whatsoever.

                                             Signatures must be guaranteed by an
                                             "eligible  guarantor   institution"
                                             meeting  the  requirements  of  the
                                             Security      Registrar,      which
                                             requirements  include membership or
                                             participation   in   the   Security
                                             Transfer  Agent  Medallion  Program
                                             ("STAMP") or such other  "signature
                                             guarantee   program"   as   may  be
                                             determined    by    the    Security
                                             Registrar  in  addition  to,  or in
                                             substitution  for,  STAMP,  all  in
                                             accordance   with  the   Securities
                                             Exchange Act of 1934, as amended.


                                      -7-