As filed with the Securities and Exchange Commission on February 4, 1997.

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               PRICE/COSTCO, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                      33-0572969
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                                 999 Lake Drive
                           Issaquah, Washington 98027
               (Address of Principal Executive Offices)(Zip Code)

                       PRICECOSTCO 401(K) RETIREMENT PLAN
             PRICECOSTCO 401(K) PLAN FOR CALIFORNIA UNION EMPLOYEES
                            (Full title of the plans)

                              ---------------------
                                 Richard J. Olin
                                 Vice President
                               Price/Costco, Inc.
                                 999 Lake Drive
                           Issaquah, Washington 98027
                                 (206) 313-8100
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                                 David R. Wilson
                            Foster Pepper & Shefelman
                          1111 Third Avenue, Suite 3400
                            Seattle, Washington 98101
                                 (206) 447-4400

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
================================================================================================================================
            Title of                      Amount            Proposed maximum          Proposed maximum          Amount of
        securities to be                  to be              offering price              aggregate             registration
          registered(1)               registered(2)           per share(3)           offering price(3)            fee(3)
--------------------------------------------------------------------------------------------------------------------------------
     <S>                                <C>                     <C>                    <C>                      <C>
     Common Stock, $0.01 par            5,000,000              $25.188                 $125,940,000             $38,164
              value                       shares
================================================================================================================================

(1)      In  addition,  pursuant  to  Rule  416(c)  under  the  1933  Act,  this
         Registration Statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee  benefit plans described
         herein.

                                 Page 1 of _____
                           Exhibit Index on Page ____

<PAGE>




(2)      Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended (the
         "1933  Act"),  the  amount of shares to be  registered  is the  maximum
         amount of shares issuable  herein.  As of December 31, 1996, there were
         (i) 4,770,000 shares issuable under the PriceCostco  401(k)  Retirement
         Plan, and (ii) 230,000 shares  issuable  under the  PriceCostco  401(k)
         Plan for California  Union Employees  (collectively  the "Plans").  The
         figures herein  represent good faith estimates of the aggregate  number
         of shares of Common Stock of the  Registrant  which may be purchased by
         participants pursuant to the plans.

(3)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457 under the Securities Act of 1933, as amended.  The
         price per share is estimated to be $25.188,  based on the average of
         the high sales price ($25.50) and the low sales price ($24.875) for
         the registrant's Common Stock as reported on the NASDAQ National Market
         on January 30, 1997.

</TABLE>
                                        2

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In  accordance  with  Rule 428  under the  Securities  Act of 1933,  as
amended,  and the  instructional  Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Price/Costco,  Inc. (the "Registrant")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference in this Registration Statement:

(1)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     September 1, 1996;

(2)  Quarterly Report on Form 10-Q for the quarter ended November 24, 1996; and

(3)  The  description  of  the  Registrant's  Common  Stock,  $0.01  par  value,
     contained in the  Registrant's  Registration  Statement on Form 8-A,  dated
     October 19, 1993,  filed pursuant to Section 12 of the Securities  Exchange
     Act of 1934 (the "Exchange  Act"),  including any amendment or report filed
     for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


                                        3

<PAGE>



Item 6.  Indemnification of Directors and Officers.

         The  Restated  Certificate  of  Incorporation  of the  Registrant  (the
"Certificate  of  Incorporation")  and the  Amended and  Restated  Bylaws of the
Registrant  (the  "Bylaws")  provide for  indemnification  of present and former
directors and officers of the Registrant, The Price Company ("Price") and Costco
Wholesale  Corporation  ("Costco") and persons  serving as directors,  officers,
employees  or agents of  another  corporation  or entity at the  request  of the
Registrant,  Price or Costco (each, an "Indemnified Party"), each to the fullest
extent permitted by the Delaware General  Corporation Law (the "DGCL").  Section
145  of the  DGCL  allows  indemnification  of  specified  persons  by  Delaware
corporations,  and  describes  requirements  and  limitations  on such powers of
indemnification. The Registrant has included in the Certificate of Incorporation
and  the  Bylaws  provisions  which  require  the  Registrant  to  indemnify  an
Indemnified  Party if the standard of conduct and other  requirements  set forth
therein and by the DGCL are met.

         Indemnified Parties are specifically  indemnified in the Certificate of
Incorporation and the Bylaws (the  "Indemnification  Provisions") from expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with an action,  suit or proceeding (i) by reason of the fact that
he or she is or was a director or officer of the Registrant,  Price or Costco or
served  as a  director,  officer,  employee  or  agent  at  the  request  of the
Registrant,  Price or Costco or (ii) by or in right of the Registrant,  Price or
Costco,  provided that  indemnification is permitted only with judicial approval
if the  Indemnified  Party is  adjudged  to be  liable to the  Registrant.  Such
Indemnified  Party  must  have  acted in good  faith  and in a manner  he or she
reasonably believed to be in or not opposed to the best interests of the subject
corporation  and, with respect to any criminal  action or proceeding,  must have
had no  reasonable  cause  to  believe  his or her  conduct  was  unlawful.  Any
indemnification   must  be  authorized   based  on  a  determination   that  the
indemnification is proper as the applicable  standard of conduct has been met by
the Indemnified  Party. Such  determination will be made by a majority vote of a
quorum of the Board  consisting of directors not a party to the suit,  action or
proceeding,  by a  written  opinion  of  independent  legal  counsel  or by  the
stockholders.  In the event  that a  determination  is made that a  director  or
officer is not entitled to indemnification under the Indemnification Provisions,
the  Indemnification  Provisions  provide that the Indemnified  Party may seek a
judicial   determination   of  his  or  her  rights  to   indemnification.   The
Indemnification  Provisions  further  provide  that  the  Indemnified  Party  is
entitled to  indemnification  for and  advancement  of, all expenses  (including
attorneys'  fees)  incurred  in any  proceeding  seeking  to  collect  from  the
Registrant   an  indemnity   claim  or   advancement   of  expenses   under  the
Indemnification Provisions whether or not such Indemnified Party is successful.

         The Registrant  will pay expenses  incurred by a director or officer of
the Registrant,  or a former director or officer of Price of Costco,  in advance
of  the  final  disposition  of an  action,  suit  or  proceeding,  if he or she
undertakes to repay amounts  advanced if it is ultimately  determined that he or
she is not entitled to be indemnified  by the  Registrant.  The  Indemnification
Provisions are expressly not exclusive of any other rights of indemnification or
advancement  of expenses  pursuant to the Bylaws or any  agreement,  vote of the
stockholders or disinterested directors or pursuant to judicial direction.

         The  Registrant  is  authorized  to purchase  insurance on behalf of an
Indemnified Party for liabilities incurred,  whether or not the Registrant would
have the power or obligation to indemnify him or her pursuant to the Certificate
of Incorporation or the DGCL. The Registrant has obtained such insurance.

         The Registrant has entered into indemnification  agreements with all of
its directors providing for the foregoing.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                        4

<PAGE>




Item 8.  Exhibits.

         4.1      PriceCostco 401(k) Retirement Plan

         4.2      PriceCostco 401(k) Plan for California Union Employees

         4.3      Restated   Certificate  of  Incorporation  of  the  Registrant
                  (incorporated by reference to Exhibit 3(a) of the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended September
                  1, 1996)

         4.3      Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3(b) of the Registrant's Annual Report on
                  Form 10-K for the fiscal year ended September 1, 1996)

         5.1      Opinion of Foster Pepper & Shefelman

         15.1     Letter of Arthur Andersen LLP regarding unaudited interim
                  financial information (included in its consent filed as
                  Exhibit 23.1)

         23.1     Consent of Arthur Andersen LLP

         23.1     Consent of Foster Pepper & Shefelman (included in its opinion
                  filed as Exhibit 5.1)

         24.1     Power of Attorney (included on the signature page of this
                  Registration Statement)

Item 9.  Undertakings.

(a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant  pursuant to Section 13 or Section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration statement

                                                         5

<PAGE>



relating  to the  securities  offered  therein,  and the  offering  of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934,  and each filing of the Plan's annual  report  pursuant to
Section  15(d) of the Exchange Act,  that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(d) The undersigned  registrant  hereby  undertakes that it will submit
the Plans and any amendments thereto to the Internal Revenue Service (the "IRS")
in a timely manner and will make all changes  required by the IRS to qualify the
Plans.

                                        6

<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly   authorized,   in  the  City  of   Issaquah,   State  of   Washington   on
January 30, 1997.

                               PRICE/COSTCO, INC.



                      By:      /s/ James D. Sinegal
                               James D. Sinegal
                               President, Chief Executive Officer and Director


                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Jeffrey H. Brotman, James D. Sinegal, Richard A. Galanti and Richard J. Olin, or
any of them, as attorneys-in-fact with full power of substitution, to execute in
the name and on behalf of each person,  individually and in each capacity stated
below,  and to file,  any and all  amendments  to this  Registration  Statement,
including any and all post-effective amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on January 30, 1997.



/s/ Jeffrey H. Brotman
Jeffrey H. Brotman            Chairman of the Board of Directors


/s/ James D. Sinegal
James D. Sinegal              President,  Chief  Executive  Officer and
                              Director (Principal Executive Officer)

/s/ Richard A. Galanti
Richard A. Galanti            Executive Vice President, Chief Financial Officer
                              and Director (Principal Financial Officer)

/s/ Richard D. DiCerchio
Richard D. DiCerchio          Executive Vice President and Director


/s/ David S. Petterson
David S. Petterson            Senior Vice President and Corporate Controller
                              (Principal Accounting Officer)





<PAGE>

/s/ Hamilton E. James
Hamilton E. James             Director


/s/ Richard M. Libenson
Richard M. Libenson           Director


/s/ John W. Meisenbach
John W. Meisenbach            Director


/s/ Fredrick O. Paulsell, Jr.
Fredrick O. Paulsell, Jr.     Director


/s/ Jill S. Ruckelshaus
Jill S. Ruckelshaus           Director


/s/ Charles T. Munger
Charles T. Munger             Director






         PriceCostco 401(k) Retirement Plan. Pursuant to the requirements of the
Securities Act of 1933, the trustees of the PriceCostco  401(k)  Retirement Plan
have duly caused this  Registration  Statement to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Issaquah,  State of
Washington, on January 30, 1997.


                              PRICECOSTCO 401(K) RETIREMENT PLAN


                              By: /s/ Richard A. Galanti
                                      Richard A. Galanti
                              Its:    Plan Administrator


         PriceCostco 401(k) Plan for California Union Employees. Pursuant to the
requirements  of the  Securities  Act of 1933,  the trustees of the  PriceCostco
401(k) Plan for California  Union  Employees have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Issaquah,  State of Washington,  on  January 30,
1997.


                                PRICECOSTCO 401(K) PLAN FOR CALIFORNIA
                                UNION EMPLOYEES


                                 By: /s/ Richard A. Galanti
                                         Richard A. Galanti
                                 Its:    Plan Administrator



<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
         Exhibit           Description                                                                       Page
           <S>             <C>                                                                               <C>

           4.1             PriceCostco 401(k) Retirement Plan

           4.2             PriceCostco 401(k) Plan for California Union Employees

           4.3             Restated   Certificate   of   Incorporation   of  the
                           Registrant (incorporated by reference to Exhibit 3(a)
                           of the  Registrant's  Annual  Report on Form 10-K for
                           the fiscal year ended September 1, 1996)

           4.3             Amended and Restated Bylaws of the Registrant (incorporated by reference to
                           Exhibit 3(b) of the Registrant's Annual Report on Form 10-K for the fiscal year
                           ended September 1, 1996)

           5.1             Opinion of Foster Pepper & Shefelman

           15.1            Letter of Arthur Andersen LLP regarding unaudited interim financial information
                           (included in its consent filed as Exhibit 23.1)

           23.1            Consent of Arthur Andersen LLP

           23.1            Consent of Foster Pepper & Shefelman (included in its opinion filed as Exhibit
                           5.1)

           24.1            Power of Attorney (included on the signature page of this Registration
                           Statement)

</TABLE>

<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22137}]
{"company-data": {"conformed-name": "PRICE/COSTCO INC", "cik": "0000909832", "assigned-sic": "5331", "irs-number": "330572969", "state-of-incorporation": "CA", "fiscal-year-end": "0830"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21093", "film-number": "97517724"}, "business-address": {"street1": "4649 MORENA BOULEVARD", "city": "SAN DIEGO", "state": "CA", "zip": "92117", "phone": "6195815350"}, "mail-address": {"street1": "4241 JUTLAND DRIVE #300", "city": "SAN DIEGO", "state": "CA", "zip": "92117"}}
As filed with the Securities and Exchange Commission on February 4, 1997.

                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               PRICE/COSTCO, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                      33-0572969
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                                 999 Lake Drive
                           Issaquah, Washington 98027
               (Address of Principal Executive Offices)(Zip Code)

                       PRICECOSTCO 401(K) RETIREMENT PLAN
             PRICECOSTCO 401(K) PLAN FOR CALIFORNIA UNION EMPLOYEES
                            (Full title of the plans)

                              ---------------------
                                 Richard J. Olin
                                 Vice President
                               Price/Costco, Inc.
                                 999 Lake Drive
                           Issaquah, Washington 98027
                                 (206) 313-8100
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                                 David R. Wilson
                            Foster Pepper & Shefelman
                          1111 Third Avenue, Suite 3400
                            Seattle, Washington 98101
                                 (206) 447-4400
CALCULATION OF REGISTRATION FEE
================================================================================================================================
            Title of                      Amount            Proposed maximum          Proposed maximum          Amount of
        securities to be                  to be              offering price              aggregate             registration
          registered(1)               registered(2)           per share(3)           offering price(3)            fee(3)
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par            5,000,000              $25.188                 $125,940,000             $38,164
              value                       shares
================================================================================================================================

(1)      In  addition,  pursuant  to  Rule  416(c)  under  the  1933  Act,  this
         Registration Statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the employee  benefit plans described
         herein.

                                 Page 1 of _____
                           Exhibit Index on Page ____
(2)      Pursuant to Rule 457(h) of the  Securities Act of 1933, as amended (the
         "1933  Act"),  the  amount of shares to be  registered  is the  maximum
         amount of shares issuable  herein.  As of December 31, 1996, there were
         (i) 4,770,000 shares issuable under the PriceCostco  401(k)  Retirement
         Plan, and (ii) 230,000 shares  issuable  under the  PriceCostco  401(k)
         Plan for California  Union Employees  (collectively  the "Plans").  The
         figures herein  represent good faith estimates of the aggregate  number
         of shares of Common Stock of the  Registrant  which may be purchased by
         participants pursuant to the plans.

(3)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457 under the Securities Act of 1933, as amended.  The
         price per share is estimated to be $25.188,  based on the average of
         the high sales price ($25.50) and the low sales price ($24.875) for
         the registrant's Common Stock as reported on the NASDAQ National Market
         on January 30, 1997.
2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In  accordance  with  Rule 428  under the  Securities  Act of 1933,  as
amended,  and the  instructional  Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Price/Costco,  Inc. (the "Registrant")
with the Securities and Exchange  Commission (the "Commission") are incorporated
by reference in this Registration Statement:

(1)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     September 1, 1996;

(2)  Quarterly Report on Form 10-Q for the quarter ended November 24, 1996; and

(3)  The  description  of  the  Registrant's  Common  Stock,  $0.01  par  value,
     contained in the  Registrant's  Registration  Statement on Form 8-A,  dated
     October 19, 1993,  filed pursuant to Section 12 of the Securities  Exchange
     Act of 1934 (the "Exchange  Act"),  including any amendment or report filed
     for the purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                        3
Item 6.  Indemnification of Directors and Officers.

         The  Restated  Certificate  of  Incorporation  of the  Registrant  (the
"Certificate  of  Incorporation")  and the  Amended and  Restated  Bylaws of the
Registrant  (the  "Bylaws")  provide for  indemnification  of present and former
directors and officers of the Registrant, The Price Company ("Price") and Costco
Wholesale  Corporation  ("Costco") and persons  serving as directors,  officers,
employees  or agents of  another  corporation  or entity at the  request  of the
Registrant,  Price or Costco (each, an "Indemnified Party"), each to the fullest
extent permitted by the Delaware General  Corporation Law (the "DGCL").  Section
145  of the  DGCL  allows  indemnification  of  specified  persons  by  Delaware
corporations,  and  describes  requirements  and  limitations  on such powers of
indemnification. The Registrant has included in the Certificate of Incorporation
and  the  Bylaws  provisions  which  require  the  Registrant  to  indemnify  an
Indemnified  Party if the standard of conduct and other  requirements  set forth
therein and by the DGCL are met.

         Indemnified Parties are specifically  indemnified in the Certificate of
Incorporation and the Bylaws (the  "Indemnification  Provisions") from expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with an action,  suit or proceeding (i) by reason of the fact that
he or she is or was a director or officer of the Registrant,  Price or Costco or
served  as a  director,  officer,  employee  or  agent  at  the  request  of the
Registrant,  Price or Costco or (ii) by or in right of the Registrant,  Price or
Costco,  provided that  indemnification is permitted only with judicial approval
if the  Indemnified  Party is  adjudged  to be  liable to the  Registrant.  Such
Indemnified  Party  must  have  acted in good  faith  and in a manner  he or she
reasonably believed to be in or not opposed to the best interests of the subject
corporation  and, with respect to any criminal  action or proceeding,  must have
had no  reasonable  cause  to  believe  his or her  conduct  was  unlawful.  Any
indemnification   must  be  authorized   based  on  a  determination   that  the
indemnification is proper as the applicable  standard of conduct has been met by
the Indemnified  Party. Such  determination will be made by a majority vote of a
quorum of the Board  consisting of directors not a party to the suit,  action or
proceeding,  by a  written  opinion  of  independent  legal  counsel  or by  the
stockholders.  In the event  that a  determination  is made that a  director  or
officer is not entitled to indemnification under the Indemnification Provisions,
the  Indemnification  Provisions  provide that the Indemnified  Party may seek a
judicial   determination   of  his  or  her  rights  to   indemnification.   The
Indemnification  Provisions  further  provide  that  the  Indemnified  Party  is
entitled to  indemnification  for and  advancement  of, all expenses  (including
attorneys'  fees)  incurred  in any  proceeding  seeking  to  collect  from  the
Registrant   an  indemnity   claim  or   advancement   of  expenses   under  the
Indemnification Provisions whether or not such Indemnified Party is successful.

         The Registrant  will pay expenses  incurred by a director or officer of
the Registrant,  or a former director or officer of Price of Costco,  in advance
of  the  final  disposition  of an  action,  suit  or  proceeding,  if he or she
undertakes to repay amounts  advanced if it is ultimately  determined that he or
she is not entitled to be indemnified  by the  Registrant.  The  Indemnification
Provisions are expressly not exclusive of any other rights of indemnification or
advancement  of expenses  pursuant to the Bylaws or any  agreement,  vote of the
stockholders or disinterested directors or pursuant to judicial direction.

         The  Registrant  is  authorized  to purchase  insurance on behalf of an
Indemnified Party for liabilities incurred,  whether or not the Registrant would
have the power or obligation to indemnify him or her pursuant to the Certificate
of Incorporation or the DGCL. The Registrant has obtained such insurance.

         The Registrant has entered into indemnification  agreements with all of
its directors providing for the foregoing.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

                                        4
Item 8.  Exhibits.

         4.1      PriceCostco 401(k) Retirement Plan

         4.2      PriceCostco 401(k) Plan for California Union Employees

         4.3      Restated   Certificate  of  Incorporation  of  the  Registrant
                  (incorporated by reference to Exhibit 3(a) of the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended September
                  1, 1996)

         4.3      Amended and Restated Bylaws of the Registrant (incorporated by
                  reference to Exhibit 3(b) of the Registrant's Annual Report on
                  Form 10-K for the fiscal year ended September 1, 1996)

         5.1      Opinion of Foster Pepper & Shefelman

         15.1     Letter of Arthur Andersen LLP regarding unaudited interim
                  financial information (included in its consent filed as
                  Exhibit 23.1)

         23.1     Consent of Arthur Andersen LLP

         23.1     Consent of Foster Pepper & Shefelman (included in its opinion
                  filed as Exhibit 5.1)

         24.1     Power of Attorney (included on the signature page of this
                  Registration Statement)

Item 9.  Undertakings.

(a) The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the Registrant  pursuant to Section 13 or Section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration statement

                                                         5
relating  to the  securities  offered  therein,  and the  offering  of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934,  and each filing of the Plan's annual  report  pursuant to
Section  15(d) of the Exchange Act,  that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(d) The undersigned  registrant  hereby  undertakes that it will submit
the Plans and any amendments thereto to the Internal Revenue Service (the "IRS")
in a timely manner and will make all changes  required by the IRS to qualify the
Plans.

                                        6
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly   authorized,   in  the  City  of   Issaquah,   State  of   Washington   on
January 30, 1997.

                               PRICE/COSTCO, INC.

                      By:      /s/ James D. Sinegal
                               James D. Sinegal
                               President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Jeffrey H. Brotman, James D. Sinegal, Richard A. Galanti and Richard J. Olin, or
any of them, as attorneys-in-fact with full power of substitution, to execute in
the name and on behalf of each person,  individually and in each capacity stated
below,  and to file,  any and all  amendments  to this  Registration  Statement,
including any and all post-effective amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on January 30, 1997.

/s/ Jeffrey H. Brotman
Jeffrey H. Brotman            Chairman of the Board of Directors

/s/ James D. Sinegal
James D. Sinegal              President,  Chief  Executive  Officer and
                              Director (Principal Executive Officer)

/s/ Richard A. Galanti
Richard A. Galanti            Executive Vice President, Chief Financial Officer
                              and Director (Principal Financial Officer)

/s/ Richard D. DiCerchio
Richard D. DiCerchio          Executive Vice President and Director

/s/ David S. Petterson
David S. Petterson            Senior Vice President and Corporate Controller
                              (Principal Accounting Officer)
/s/ Hamilton E. James
Hamilton E. James             Director

/s/ Richard M. Libenson
Richard M. Libenson           Director

/s/ John W. Meisenbach
John W. Meisenbach            Director

/s/ Fredrick O. Paulsell, Jr.
Fredrick O. Paulsell, Jr.     Director

/s/ Jill S. Ruckelshaus
Jill S. Ruckelshaus           Director

/s/ Charles T. Munger
Charles T. Munger             Director

         PriceCostco 401(k) Retirement Plan. Pursuant to the requirements of the
Securities Act of 1933, the trustees of the PriceCostco  401(k)  Retirement Plan
have duly caused this  Registration  Statement to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Issaquah,  State of
Washington, on January 30, 1997.

                              PRICECOSTCO 401(K) RETIREMENT PLAN

                              By: /s/ Richard A. Galanti
                                      Richard A. Galanti
                              Its:    Plan Administrator

         PriceCostco 401(k) Plan for California Union Employees. Pursuant to the
requirements  of the  Securities  Act of 1933,  the trustees of the  PriceCostco
401(k) Plan for California  Union  Employees have duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Issaquah,  State of Washington,  on  January 30,
1997.

                                PRICECOSTCO 401(K) PLAN FOR CALIFORNIA
                                UNION EMPLOYEES

                                 By: /s/ Richard A. Galanti
                                         Richard A. Galanti
                                 Its:    Plan Administrator
INDEX TO EXHIBITS
Exhibit           Description                                                                       Page
4.1             PriceCostco 401(k) Retirement Plan

           4.2             PriceCostco 401(k) Plan for California Union Employees

           4.3             Restated   Certificate   of   Incorporation   of  the
                           Registrant (incorporated by reference to Exhibit 3(a)
                           of the  Registrant's  Annual  Report on Form 10-K for
                           the fiscal year ended September 1, 1996)

           4.3             Amended and Restated Bylaws of the Registrant (incorporated by reference to
                           Exhibit 3(b) of the Registrant's Annual Report on Form 10-K for the fiscal year
                           ended September 1, 1996)

           5.1             Opinion of Foster Pepper & Shefelman

           15.1            Letter of Arthur Andersen LLP regarding unaudited interim financial information
                           (included in its consent filed as Exhibit 23.1)

           23.1            Consent of Arthur Andersen LLP

           23.1            Consent of Foster Pepper & Shefelman (included in its opinion filed as Exhibit
                           5.1)

           24.1            Power of Attorney (included on the signature page of this Registration
                           Statement)