SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SINEGAL JAMES D

(Last)

(First)

(Middle)

999 LAKE DRIVE

(Street)

ISSAQUAH

98027-8990

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COSTCO WHOLESALE CORP /NEW [ COST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2005		M		100,000	A	$6.6563	913,926	D
Common Stock	03/17/2005		S		100,000	D	$0⁽¹⁾	813,926	D
Common Stock								1,942,143	I	By LLC
Common Stock								230	I	By GRAT
Common Stock								230	I	By Spouse's GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$6.6563	03/17/2005		M			100,000	05/26/1995	05/25/2005	Common Stock	100,000	$0	0	D

Explanation of Responses:

1. Number of Shares Price 700@ $44.3400 3,736@ $44.1854 100@ $44.3500 3,100@ $44.2648 1,780@ $44.3900 5,200@ $44.2263 76@ $44.3200 87@ $44.1200 20@ $44.3400 3,800@ $44.2861 2,100@ $44.3300 188@ $44.1400 700@ $44.4000 300@ $44.3700 100@ $44.3200 153@ $44.1800 2,100@ $44.3576 100@ $44.3800 2,532@ $44.1000 186@ $44.1700 4,678@ $44.1498 1,254@ $44.2300 100@ $44.3100 200@ $44.1800 4,400@ $44.3098 100@ $44.2800 2,116@ $44.2338 100@ $44.1900 3,376@ $44.2285 4,342@ $44.1726 58@ $44.2400 18@ $44.1000 2,100@ $44.2824 100@ $44.2200 14,957@ $44.1100 7,796@ $44.0957 100@ $44.2900 11,155@ $44.1200 100@ $44.3000 3,400@ $44.1300 1,930@ $44.1205 3,686@ $44.3198 200@ $44.3100 114@ $44.3400 200@ $44.3300 100@ $44.2900 1,100@ $44.3264 100@ $44.3300 5,062@ $44.2257

	James D Sinegal	03/21/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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