As filed with the Securities and Exchange Commission on November 16, 2004

                                                        Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ________________

                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ________________

                          COSTCO WHOLESALE CORPORATION
             (Exact name of registrant as specified in its charter)

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

                                 999 Lake Drive
                           Issaquah, Washington 98027
                                 (425) 313-8100

   (Address,  including zip code, and telephone number,  including area code, of
                   registrant's principal executive offices)

               COSTCO WHOLESALE CORPORATION 401(K) RETIREMENT PLAN
                            (Full title of the plans)

                                 Richard J. Olin
                       Vice President and General Counsel
                          Costco Wholesale Corporation
                                 999 Lake Drive
                           Issaquah, Washington 98027
                                 (425) 313-8100

        (Names and addresses, including zip codes, and telephone numbers,
                  including area codes, of agent for service)

                              ____________________

                         CALCULATION OF REGISTRATION FEE

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

Title of shares    Amount    Proposed maximum   Proposed maximum     Amount of
    to be          to be      offering price   aggregate offering   registration
registered(1)   registered(2)   per share(3)         price (1)           fee
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Common Stock,
$.01 par value   12,000,000      $48.69      $584,280,000           $74,028.28
-------------------------------------------------------------------------------
(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 plan  described
         herein.

(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 hereunder.  The figures herein represent good
         faith  estimates of the  aggregate  number of shares of Common Stock of
         the Registrant  that may be purchased by  participants  pursuant to the
         plan.

(3)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant to Rule 457 under the  Securities  Act of 1933.  The price per
         share is the closing price of  Registrant's  common stock on the Nasdaq
         National Market on November 10, 2004.


<PAGE>


                                      II-1

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a)      Annual Report on Form 10-K for the year ended August 29, 2004;
                  and

         (b)      The description of the Registrant's  Common Stock contained in
                  its Registration  Statement on Form 8-A, and any amendments or
                  reports filed for the purpose of updating these descriptions.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended,  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  herein 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.

         None

Item 6.  Indemnification of Directors and Officers.

         Section  23B.08.320 of the Washington  Business  Corporations  Act (the
"WBCA")  permits  a  corporation  to  limit  its  directors'  liability  to  the
corporation or its  shareholders for monetary damages for acts or omissions as a
director, except for (a) acts or omissions involving intentional misconduct or a
knowing  violation  of law,  (b)  certain  unlawful  distributions  or  loans in
violation  of Section  23B.08.310  of the  Revised  Code of  Washington,  or (c)
transactions whereby the director received an improper personal benefit. Article
VI of the Registrant's  Amended and Restated Articles of Incorporation  contains
provisions limiting the liability of Registrant's directors to the Registrant or
its  shareholders to the fullest extent  permitted by Washington  law.  Sections
23B.08.500  through  23B.08.600 of the WBCA authorize a corporation to indemnify
its directors,  officers,  employees and agents against certain liabilities they
may incur in such capacities, including liabilities arising under the Securities
Act of 1933,  as amended (the  "Securities  Act"),  provided  they acted in good
faith and in a manner  reasonably  believed  to be in or not opposed to the best
interests  of  the  corporation.  Article  VII of the  Registrants  Amended  and
Restated Articles of Incorporation provides that the corporation shall indemnify
any individual made a party to a proceeding  because that individual is or was a
director  of the  corporation  and shall  advance or  reimburse  the  reasonable
expenses  incurred by such  individual  in advance of final  disposition  of the
proceeding,  without  regard  to  the  limitations  in  RCW  23B.08.510  through
23B.08.550 of the WBCA .

         Article 10 of the Registrant's Amended and Restated Bylaws requires the
Registrant to indemnify its directors as set forth in Article VII of the Amended
and  Restated  Articles  of  Incorporation.  Article  10 of the  Bylaws  further
provides that the  corporation  may, by action of the Board of Directors,  grant

                                      II-1
<PAGE>

rights to indemnification and advancement of expenses to officers, employees and
agents of the  corporation  with the same scope and effect as the  provisions of
Article VII of the Articles of Incorporation with respect to the indemnification
and  advancement  of expenses of  directors  of the  corporation  or pursuant to
rights provided by WBCA or otherwise.

         The Registrant has entered into certain indemnification agreements with
its  directors  and  certain of its  officers,  the form of which is included as
Annex A to  Schedule  14A  filed  December  13,  1999,  and is  incorporated  by
reference  into this  registration  statement.  The  indemnification  agreements
provide  the   Registrant's   directors   and  certain  of  its  officers   with
indemnification  to the maximum extent  permitted by the WBCA. The directors and
officers of the Registrant  also may be indemnified  against  liability they may
incur for serving in that  capacity  pursuant to a  liability  insurance  policy
maintained by the Registrant for this purpose.

         The  above  discussion  of the WBCA  and the  Registrant's  Bylaws  and
Amended, Restated Articles of Incorporation,  and indemnification  agreements is
not intended to be  exhaustive  and is qualified in its entirety by reference to
such statute, Bylaws, Articles of Incorporation, and agreements.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

Exhibit Number    Exhibit

        4.1       Costco Wholesale Corporation 401(k) Retirement Plan.
       23.1       Consent of KPMG LLP,
                  Independent Registered Public Accounting Firm.
       24         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 the 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 by the

                                      II-2

<PAGE>

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  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 Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
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 Securities  Act of 1933 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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

                  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 this 12 day of
November, 2004.

                    Costco Wholesale Corporation

                    By:  /s/ Richard A. Galanti
                        Richard A. Galanti

                        Executive Vice President, Chief Financial Officer

                                POWER OF ATTORNEY

                  Each person whose  individual  signature  appears below hereby
authorizes  Richard  A.  Galanti  or  Richard  J.  Olin,  or  any  of  them,  as
attorneys-in-fact with full power of substitution, to execute

                                      II-3
<PAGE>


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 November 12, 2004.

                           /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

                           /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
                            Senior Executive Vice President, Chief Operating
                            Officer and Director

                            /s/ Dr. Benjamin S. Carson, Sr., M.D.
                            Dr. Benjamin S. Carson, Sr., M.D.
                            Director


                            ________________________
                            Susan Decker
                            Director

                            ________________________
                            Daniel J. Evans
                            Director

                                      II-4
<PAGE>


                            /s/ William H. Gates
                            William H. Gates
                            Director

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

                                ________________________
                            Richard M. Libenson
                            Director

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

                                ________________________
                            Charles T. Munger
                            Director

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

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


                                      II-5

<PAGE>


                                  Exhibit Index

Exhibit Number    Exhibit

        4.1       Costco Wholesale Corporation 401(k) Retirement Plan.
       23.1       Consent of KPMG LLP,
                  Independent Registered Public Accounting Firm.
       24         Power of Attorney (Included on the signature page of this
                  Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "secsgml_size_bytes": 16715}]
{"company-data": {"conformed-name": "COSTCO WHOLESALE CORP /NEW", "cik": "0000909832", "assigned-sic": "5331", "irs-number": "911223280", "state-of-incorporation": "WA", "fiscal-year-end": "0830"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120523", "film-number": "041147346"}, "business-address": {"street1": "999 LAKE DRIVE", "city": "ISSAQUAH", "state": "WA", "zip": "98027-", "phone": "4253138100"}, "mail-address": {"street1": "999 LAKE DRIVE", "city": "ISSAQUAH", "state": "WA", "zip": "98027"}, "former-company": [{"former-conformed-name": "COSTCO COMPANIES INC", "date-changed": "19970401"}, {"former-conformed-name": "PRICE/COSTCO INC", "date-changed": "19930728"}]}
As filed with the Securities and Exchange Commission on November 16, 2004

                                                        Registration No. 333-
==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ________________

                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ________________

                          COSTCO WHOLESALE CORPORATION
             (Exact name of registrant as specified in its charter)

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

                                 999 Lake Drive
                           Issaquah, Washington 98027
                                 (425) 313-8100

   (Address,  including zip code, and telephone number,  including area code, of
                   registrant's principal executive offices)

               COSTCO WHOLESALE CORPORATION 401(K) RETIREMENT PLAN
                            (Full title of the plans)

                                 Richard J. Olin
                       Vice President and General Counsel
                          Costco Wholesale Corporation
                                 999 Lake Drive
                           Issaquah, Washington 98027
                                 (425) 313-8100

        (Names and addresses, including zip codes, and telephone numbers,
                  including area codes, of agent for service)

                              ____________________

                         CALCULATION OF REGISTRATION FEE

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

Title of shares    Amount    Proposed maximum   Proposed maximum     Amount of
    to be          to be      offering price   aggregate offering   registration
registered(1)   registered(2)   per share(3)         price (1)           fee
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Common Stock,
$.01 par value   12,000,000      $48.69      $584,280,000           $74,028.28
-------------------------------------------------------------------------------
(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 plan  described
         herein.

(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 hereunder.  The figures herein represent good
         faith  estimates of the  aggregate  number of shares of Common Stock of
         the Registrant  that may be purchased by  participants  pursuant to the
         plan.

(3)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant to Rule 457 under the  Securities  Act of 1933.  The price per
         share is the closing price of  Registrant's  common stock on the Nasdaq
         National Market on November 10, 2004.
II-1

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a)      Annual Report on Form 10-K for the year ended August 29, 2004;
                  and

         (b)      The description of the Registrant's  Common Stock contained in
                  its Registration  Statement on Form 8-A, and any amendments or
                  reports filed for the purpose of updating these descriptions.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended,  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  herein 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.

         None

Item 6.  Indemnification of Directors and Officers.

         Section  23B.08.320 of the Washington  Business  Corporations  Act (the
"WBCA")  permits  a  corporation  to  limit  its  directors'  liability  to  the
corporation or its  shareholders for monetary damages for acts or omissions as a
director, except for (a) acts or omissions involving intentional misconduct or a
knowing  violation  of law,  (b)  certain  unlawful  distributions  or  loans in
violation  of Section  23B.08.310  of the  Revised  Code of  Washington,  or (c)
transactions whereby the director received an improper personal benefit. Article
VI of the Registrant's  Amended and Restated Articles of Incorporation  contains
provisions limiting the liability of Registrant's directors to the Registrant or
its  shareholders to the fullest extent  permitted by Washington  law.  Sections
23B.08.500  through  23B.08.600 of the WBCA authorize a corporation to indemnify
its directors,  officers,  employees and agents against certain liabilities they
may incur in such capacities, including liabilities arising under the Securities
Act of 1933,  as amended (the  "Securities  Act"),  provided  they acted in good
faith and in a manner  reasonably  believed  to be in or not opposed to the best
interests  of  the  corporation.  Article  VII of the  Registrants  Amended  and
Restated Articles of Incorporation provides that the corporation shall indemnify
any individual made a party to a proceeding  because that individual is or was a
director  of the  corporation  and shall  advance or  reimburse  the  reasonable
expenses  incurred by such  individual  in advance of final  disposition  of the
proceeding,  without  regard  to  the  limitations  in  RCW  23B.08.510  through
23B.08.550 of the WBCA .

         Article 10 of the Registrant's Amended and Restated Bylaws requires the
Registrant to indemnify its directors as set forth in Article VII of the Amended
and  Restated  Articles  of  Incorporation.  Article  10 of the  Bylaws  further
provides that the  corporation  may, by action of the Board of Directors,  grant

                                      II-1
rights to indemnification and advancement of expenses to officers, employees and
agents of the  corporation  with the same scope and effect as the  provisions of
Article VII of the Articles of Incorporation with respect to the indemnification
and  advancement  of expenses of  directors  of the  corporation  or pursuant to
rights provided by WBCA or otherwise.

         The Registrant has entered into certain indemnification agreements with
its  directors  and  certain of its  officers,  the form of which is included as
Annex A to  Schedule  14A  filed  December  13,  1999,  and is  incorporated  by
reference  into this  registration  statement.  The  indemnification  agreements
provide  the   Registrant's   directors   and  certain  of  its  officers   with
indemnification  to the maximum extent  permitted by the WBCA. The directors and
officers of the Registrant  also may be indemnified  against  liability they may
incur for serving in that  capacity  pursuant to a  liability  insurance  policy
maintained by the Registrant for this purpose.

         The  above  discussion  of the WBCA  and the  Registrant's  Bylaws  and
Amended, Restated Articles of Incorporation,  and indemnification  agreements is
not intended to be  exhaustive  and is qualified in its entirety by reference to
such statute, Bylaws, Articles of Incorporation, and agreements.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

Exhibit Number    Exhibit

        4.1       Costco Wholesale Corporation 401(k) Retirement Plan.
       23.1       Consent of KPMG LLP,
                  Independent Registered Public Accounting Firm.
       24         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 the 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 by the

                                      II-2
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  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 Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
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 Securities  Act of 1933 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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

                  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 this 12 day of
November, 2004.

                    Costco Wholesale Corporation

                    By:  /s/ Richard A. Galanti
                        Richard A. Galanti

                        Executive Vice President, Chief Financial Officer

                                POWER OF ATTORNEY

                  Each person whose  individual  signature  appears below hereby
authorizes  Richard  A.  Galanti  or  Richard  J.  Olin,  or  any  of  them,  as
attorneys-in-fact with full power of substitution, to execute

                                      II-3
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 November 12, 2004.

                           /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

                           /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
                            Senior Executive Vice President, Chief Operating
                            Officer and Director

                            /s/ Dr. Benjamin S. Carson, Sr., M.D.
                            Dr. Benjamin S. Carson, Sr., M.D.
                            Director

                            ________________________
                            Susan Decker
                            Director

                            ________________________
                            Daniel J. Evans
                            Director

                                      II-4
/s/ William H. Gates
                            William H. Gates
                            Director

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

                                ________________________
                            Richard M. Libenson
                            Director

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

                                ________________________
                            Charles T. Munger
                            Director

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

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

                                      II-5
Exhibit Index

Exhibit Number    Exhibit

        4.1       Costco Wholesale Corporation 401(k) Retirement Plan.
       23.1       Consent of KPMG LLP,
                  Independent Registered Public Accounting Firm.
       24         Power of Attorney (Included on the signature page of this
                  Registration Statement).