|UNITED STATES                     
|----------------------------------
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            

|FORM 10-K/A
|-----------





|[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE
      ACT OF 1934                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------
|For the Fiscal Year Ended December 31, 2005
      OR                                                                                              
|[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES
      EXCHANGE ACT OF 1934                                          
|Commission File Number: 005-57091                                                                                                                 
|FIRST MUTUAL BANCSHARES, INC.
      _____________________________________________
      (Exact name of registrant as specified in its
    charter)
|State of Washington                                                                                                                               
|(State or other jurisdiction of
      incorporation or organization)                                                                              



|400 108th Avenue N.E., Bellevue, Washington | 98004     
|------------------------------------------- | ----------
|(Address of principal executive offices)    | (Zip Code)



___________________________________





|Registrant's telephone number, including area code | (425) 455-7300
|-------------------------------------------------- | --------------



________________________________

Securities registered pursuant to Section 12(b) of the Act:
None

_______________

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $1.00 per share

_______________________

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [X] NO [_]

As of June 30, 2005, there were issued and outstanding 5,342,191 shares of
the registrant's common stock. The aggregate market value of the voting stock
held by non-affiliates of 3,294,377 shares of the registrant was $85,324,364
based on the closing sales price of the registrant's common stock as quoted on
the Nasdaq Market System which on June 30, 2005 was $25.90.

As of February 27, 2006, there were issued and outstanding 5,302,107 shares
of the registrant's common stock.

______________________________________________________________________________

EXPLANATORY NOTE

First Mutual Bancshares, Inc. (the "Company") is filing this Amendment No. 1
to Form 10-K to amend its Form 10-K for the year ended December 31, 2005, filed
with the Securities and Exchange Commission ("SEC") on March 10, 2006 (the
"Original Filing"), in order to replace Exhibits 31.1 and 31.2, the
certifications made pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
to conform Item 4 with the requirements of such Section 302.

Except for the amendments described above, this Amendment to Form 10-K does
not modify the Original Filing.



PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

________________________________



(31.1) Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

(31.2) Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

FIRST MUTUAL BANCSHARES, INC.

|DATE: March 29, 2006 | BY:/s/ John R. Valaas                                                                                            
|-------------------- | -----------------------------------------------------------------------------------------------------------------
|                     | John R. Valaas,, President
      and Chief
      Executive Officer and Duly
      Authorized
      Representative

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|By: /s/ Roger A. Mandery                           | By:                            
|-------------------------------------------------- | -------------------------------
|Roger A. Mandery
      Principal Financial Officer | Victor E. Parker
      Director
|Date: March 29, 2006                               | Date: March __, 2006           

|By: /s/ Kari A. Stenslie                           | By: /s/ George W. Rowley, Jr.r      
|-------------------------------------------------- | ------------------------------------
|Kari A. Stenslie
      Principal Financial Officer | George W. Rowley, Jr.
      Director
|Date: March 29, 2006                               | Date: March 29, 2006                

|By: /s/ F.Kemper Freeman, Jr.                      | By: /s/ Richard S. Sprague.       
|-------------------------------------------------- | ----------------------------------
|F. Kemper Freeman, Jr.
      Chairman of the Board | Richard S. Sprague.
      Director
|Date: March 29, 2006                               | Date: March 29, 2006              

|By:                               | By: /s/ John R. Valaas.       
|--------------------------------- | ------------------------------
|James J. Doud, Jr.
      Director | John R. Valaas.
      Director
|Date: March __, 2006              | Date: March 29, 2006          

|By:                             | By: /s/ Robert C. Wallace.      
|------------------------------- | --------------------------------
|Mary Case Dunnam
      Director | Robert C. Wallace
      Director
|Date: March __, 2006            | Date: March 29, 2006            





|By:                            | By: /s/ Robert J. Herbold       
|------------------------------ | --------------------------------
|Janine Florence
      Director | Robert J. Herbold
      Director
|Date: March __, 2006           | Date: March 29, 2006