As filed with the Securities and Exchange Commission on February 14, 2002
                                                           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)

      Amended and Restated 1993 Combined Stock Grant and Stock Option Plan
                           2002 Equity Incentive 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
<Table>
<Caption>
-------------------------------- ---------------------- ----------------------- ---------------------- -------------------
                                                           Proposed maximum       Proposed maximum
     Title of shares to be           Amount to be         offering price per     aggregate offering        Amount of
          registered                  registered                share                 price (1)         registration fee
-------------------------------- ---------------------- ----------------------- ---------------------- -------------------
<S>                               <C>                     <C>                     <C>                  <C>
 Common Stock, $.01 par value         50,000,000                 (1)               $2,101,822,168           $193,368
                                                                                                          $92/million
-------------------------------- ---------------------- ----------------------- ---------------------- -------------------
</Table>
(1)  The registration fee was calculated in accordance with Rule 457(h)(1) under
     the  Securities  Act of 1933,  as  amended  (the  "Act").  With  respect to
     33,408,325  options whose exercise price is not known,  the fee is based on
     the price of the outstanding  shares of common stock as of February 8, 2002
     ($44.08),  as determined  in accordance  with Rule 457(c) under the Act and
     with respect to  16,591,675  outstanding  options whose  exercise  price is
     known, the fee is based on the aggregate  exercise price of the outstanding
     options.

<Page>
                                     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 September 2, 2001;

     (b)  Quarterly Report on Form 10-Q for the quarter ended November 25, 2001;
          and

     (c)  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  (dated November 7,
1995) 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 IX of the Registrant's
Amended and Restated  Bylaws requires the Registrant to indemnify its directors,
officers,  employees  and  other  agents  to the  fullest  extent  permitted  by
Washington law.

     The above discussion of the WBCA and the Registrant's  Amended and Restated
Bylaws and Amended and Restated  Articles of Incorporation is not intended to be
exhaustive  and is qualified in its

                                      II-1
<Page>

entirety by reference to such statute,  the Amended and Restated  Bylaws and the
Third Amended and Restated Articles of Incorporation, respectively.

Item 7.  Exemption from Registration Claimed.

     Not Applicable

Item 8.  Exhibits.
<Table>
<Caption>
Exhibit Number                 Exhibit
<S>                            <C>

            4.1                 1993 Combined Stock Grant and  Stock Option Plan. Incorporated by
                                reference to the exhibits filed as part of the Registration Statement of
                                Price/Costco, Inc. on Form S-4 (File No. 33-50359) dated September 22,
                                1993.
            4.2                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 1995.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Price/Costco, Inc. for the fiscal year ended
                                September 3, 1995.
            4.3                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 1997.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Costco Companies, Inc. for the fiscal year ended
                                August 30, 1998.
            4.4                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 2000.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Costco Wholesale Corporation for the fiscal year
                                ended September 3, 2000.
            4.5                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 2002
            4.6                 2002 Equity Incentive Plan.
            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
           15.1                 Letter from Arthur Andersen LLP re Unaudited Interim Financial Information.
           23.1                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).
           23.2                 Consent of Arthur Andersen, LLP, Independent Auditors.
           24                   Power of Attorney (Included on the signature page of this Registration
                                Statement).
</Table>

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;

                                      II-2
<Page>
               (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  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 30th day of
January, 2002.

                                        Costco Wholesale Corporation


                                        By:  /s/ Richard A. Galanti
                                            Richard A. Galanti
                                            Executive Vice President,
                                            Chief Financial Officer

                                      II-3
<Page>

                                                           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 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, 2002.




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


                                      II-4
<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/ Charles T. Munger
                              Charles T. Munger
                              Director



                              /s/ Fredcrick O. Paulsell, Jr.
                              Fredrick O. Paulsell, Jr.
                              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)


<Page>
                                      II-5


                                  Exhibit Index
<Table>
<Caption>
Exhibit Number                 Exhibit
<S>                            <C>

            4.1                 1993 Combined Stock Grant and  Stock Option Plan. Incorporated by
                                reference to the exhibits filed as part of the Registration Statement of
                                Price/Costco, Inc. on Form S-4 (File No. 33-50359) dated September 22,
                                1993.
            4.2                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 1995.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Price/Costco, Inc. for the fiscal year ended
                                September 3, 1995.
            4.3                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 1997.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Costco Companies, Inc. for the fiscal year ended
                                August 30, 1998.
            4.4                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 2000.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Costco Wholesale Corporation for the fiscal year
                                ended September 3, 2000.
            4.5                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 2002
            4.6                 2002 Equity Incentive Plan.
            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
           15.1                 Letter from Arthur Andersen LLP re Unaudited Interim Financial Information.
           23.1                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).
           23.2                 Consent of Arthur Andersen, LLP, Independent Auditors.
           24                   Power of Attorney (Included on the signature page of this Registration
                                Statement).
</Table>





                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 18956}]
{"company-data": {"conformed-name": "COSTCO WHOLESALE CORP /NEW", "cik": "0000909832", "assigned-sic": "5331", "irs-number": "330572969", "state-of-incorporation": "WA", "fiscal-year-end": "0830"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82782", "film-number": "02548779"}, "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": "PRICE/COSTCO INC", "date-changed": "19930728"}, {"former-conformed-name": "COSTCO COMPANIES INC", "date-changed": "19970401"}]}
As filed with the Securities and Exchange Commission on February 14, 2002
                                                           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)

      Amended and Restated 1993 Combined Stock Grant and Stock Option Plan
                           2002 Equity Incentive 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
-------------------------------- ---------------------- ----------------------- ---------------------- -------------------
                                                           Proposed maximum       Proposed maximum
     Title of shares to be           Amount to be         offering price per     aggregate offering        Amount of
          registered                  registered                share                 price (1)         registration fee
-------------------------------- ---------------------- ----------------------- ---------------------- -------------------
Common Stock, $.01 par value         50,000,000                 (1)               $2,101,822,168           $193,368
                                                                                                          $92/million
-------------------------------- ---------------------- ----------------------- ---------------------- -------------------
(1)  The registration fee was calculated in accordance with Rule 457(h)(1) under
     the  Securities  Act of 1933,  as  amended  (the  "Act").  With  respect to
     33,408,325  options whose exercise price is not known,  the fee is based on
     the price of the outstanding  shares of common stock as of February 8, 2002
     ($44.08),  as determined  in accordance  with Rule 457(c) under the Act and
     with respect to  16,591,675  outstanding  options whose  exercise  price is
     known, the fee is based on the aggregate  exercise price of the outstanding
     options.
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 September 2, 2001;

     (b)  Quarterly Report on Form 10-Q for the quarter ended November 25, 2001;
          and

     (c)  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  (dated November 7,
1995) 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 IX of the Registrant's
Amended and Restated  Bylaws requires the Registrant to indemnify its directors,
officers,  employees  and  other  agents  to the  fullest  extent  permitted  by
Washington law.

     The above discussion of the WBCA and the Registrant's  Amended and Restated
Bylaws and Amended and Restated  Articles of Incorporation is not intended to be
exhaustive  and is qualified in its

                                      II-1
entirety by reference to such statute,  the Amended and Restated  Bylaws and the
Third Amended and Restated Articles of Incorporation, respectively.

Item 7.  Exemption from Registration Claimed.

     Not Applicable

Item 8.  Exhibits.
Exhibit Number                 Exhibit
4.1                 1993 Combined Stock Grant and  Stock Option Plan. Incorporated by
                                reference to the exhibits filed as part of the Registration Statement of
                                Price/Costco, Inc. on Form S-4 (File No. 33-50359) dated September 22,
                                1993.
            4.2                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 1995.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Price/Costco, Inc. for the fiscal year ended
                                September 3, 1995.
            4.3                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 1997.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Costco Companies, Inc. for the fiscal year ended
                                August 30, 1998.
            4.4                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 2000.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Costco Wholesale Corporation for the fiscal year
                                ended September 3, 2000.
            4.5                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 2002
            4.6                 2002 Equity Incentive Plan.
            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
           15.1                 Letter from Arthur Andersen LLP re Unaudited Interim Financial Information.
           23.1                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).
           23.2                 Consent of Arthur Andersen, LLP, Independent Auditors.
           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;

                                      II-2
(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  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 30th day of
January, 2002.

                                        Costco Wholesale Corporation

                                        By:  /s/ Richard A. Galanti
                                            Richard A. Galanti
                                            Executive Vice President,
                                            Chief Financial Officer

                                      II-3
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 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, 2002.

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

                                      II-4
/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/ Charles T. Munger
                              Charles T. Munger
                              Director

                              /s/ Fredcrick O. Paulsell, Jr.
                              Fredrick O. Paulsell, Jr.
                              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                 1993 Combined Stock Grant and  Stock Option Plan. Incorporated by
                                reference to the exhibits filed as part of the Registration Statement of
                                Price/Costco, Inc. on Form S-4 (File No. 33-50359) dated September 22,
                                1993.
            4.2                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 1995.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Price/Costco, Inc. for the fiscal year ended
                                September 3, 1995.
            4.3                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 1997.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Costco Companies, Inc. for the fiscal year ended
                                August 30, 1998.
            4.4                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 2000.
                                Incorporated by reference to the exhibits filed as part of the Annual
                                Report on Form 10-K of Costco Wholesale Corporation for the fiscal year
                                ended September 3, 2000.
            4.5                 Amendments to 1993 Combined Stock Grant and Stock Option Plan, 2002
            4.6                 2002 Equity Incentive Plan.
            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
           15.1                 Letter from Arthur Andersen LLP re Unaudited Interim Financial Information.
           23.1                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).
           23.2                 Consent of Arthur Andersen, LLP, Independent Auditors.
           24                   Power of Attorney (Included on the signature page of this Registration
                                Statement).
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