SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
      June 30, 2005

Richard J. Olin
Vice President and General Counsel
Costco Wholesale Corporation
999 Lake Drive
Issaquah, Washington 98027

      Re:	Costco Wholesale Corporation
		Registration Statement on Form S-3
      Filed June 8, 2005
		File No. 333-125637

Dear Mr. Olin:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement Front Cover Page
1. Please advise why you did not rely on Rule 457(j) of Regulation
C
to calculate the registration fees.
Summary, page 4

What Happens If You Do Not Accept The Rescission Offer?, page 5
2. Please expand the sub-section to include a brief discussion
addressing the impact to securityholders who decide to reject the
rescission offer.  Please note that a securityholder`s federal
right
of rescission may survive the rescission offer and the statute of
limitations related to a rescission offer.  In this regard,
securityholders who do not accept the rescission offer may
exercise
their legal rights under Section 12 of the Securities Act
throughout
the remaining statutory period, even after the end of the
rescission
offer.  Provide corresponding disclosure in a risk factor and in
The
Rescission Offer section.  As part of the corresponding
disclosure,
briefly explain the nature of Section 12 rights and the length of
the
statutory period as provided by Section 13.
Risk Factors, page 6
3. Please include a risk factor discussing how a total or partial
acceptance will affect your continued business vitality and what
impact a partial acceptance may have upon the market value of the
remaining securities.
4. To the extent material, please include a risk factor indicating
that if your securityholders sell substantial amounts of your
common
stock in the public market following this rescission offering, the
market price of your common stock could fall.  Also, those sales
might make it more difficult for you to sell equity or equity-
related
securities in the future at a time and price that you deem
appropriate.

Questions and Answers About Our Recession Offer, page 8
5. In a tabular format, please disclose any state law issues
associated with this rescission offer, including any state laws
that
may have been violated, the relevant statute of limitation under
state law, and the effect of the rescission offer under state law
for
each state where the rescission offer is made.
The Rescission Offer, page 21

Background and Reason for the Rescission Offer, page 21
6. We note your disclosure that "up to 1,326,325 shares of [y]our
common stock that the trustee purchased...may not have been
registered for sale by Costco Wholesale Corporation in a timely
manner in accordance with the Securities Act."  Please expand your
disclosure to provide further detail.  For example, please specify
the section(s) of the Securities Act that may have been violated
and
describe the actual circumstances under which the possible
violations
arose.  Also disclose how and when you discovered that you may
have
issued shares that were not properly registered under the
Securities
Act.  Finally, clarify, if accurate, that there is no requirement
that there be a finding of a violation of the securities laws for
the
securityholders to be able to participate in the rescission offer.
7. Please revise to fully disclose the extent to which the
offeree`s
right to sue is affected by the rescission offer under state law,
including possible remedies.  For example, please discuss whether
rejection of the rescission offer would limit any common law or
statutory remedies.  Also, discuss how a securityholder can
preserve
any statutory remedies, and for how long.  Moreover, discuss how
the
rescission offer will affect the securityholder`s remedies arising
out of both technical and fraud violations.
8. Please expand your disclosure to address whether there will be
any
restrictions on future transferability of common shares that are
not
tendered in the rescission offer.
9. Please state the dollar amount of funds needed if all
purchasers
were to accept the rescission offer.
Terms of the Rescission Offer, page 22
10. We note that you will pay an interest of 8% per annum to
purchasers of your rescinded securities.  To provide
securityholders
a comparative estimate of your offer, please provide in a tabular
format the interest rates required by the states in which the
rescission offer is made.  In addition, please explain why the
securityholders are not entitled to the rates set forth by the
states.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Pradip Bhaumik, Attorney-Advisor, at (202)
551-
3333, Ellie Quarles, Special Counsel, at (202) 551-3238 or me at
(202) 551-3720 with any other questions.

      					Sincerely,

						H. Christopher Owings
      					Assistant Director

cc: 	David R. Wilson, Esq.
	Heller Ehrman LLP
      Fax: (206) 447-0849

??

??

??

??

Richard J. Olin
Costco Wholesale Corporation
June 30, 2005
Page 1

</TEXT>
</DOCUMENT>