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

(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)
03/10/2010

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	03/10/2010		M		150,000	A	$52.5	866,797	D
Common Stock	03/10/2010		S		139,150	D	⁽¹⁾	727,647	D
Common Stock								1,280,649	I	By LLC
Common Stock								50,955	I	By GRAT
Common Stock								50,955	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	$52.5	03/10/2010		M			150,000	04/03/2000	04/03/2010	Common Stock	150,000	$52.5	0	D

Explanation of Responses:

1. Shares sold as follows: 7450 @ 60.0000 6000 @ 60.0050 9300 @ 60.0100 13100 @ 60.0150 3600 @ 60.0200 1700 @ 60.0250 6600 @ 60.0300 1000 @ 60.0350 9683 @ 60.0400 2700 @ 60.0450 10785 @ 60.0500 1200 @ 60.0550 8400 @ 60.0600 700 @ 60.0650 1300 @ 60.0700 6200 @ 60.0750 7300 @ 60.0800 700 @ 60.0850 4000 @ 60.0900 800 @ 60.0950 5300 @ 60.1000 2100 @ 60.1050 3132 @ 60.1100 900 @ 60.1150 3100 @ 60.1200 100 @ 60.1250 600 @ 60.1300 600 @ 60.1400 300 @ 60.1500 245 @ 60.1600 400 @ 60.1650 500 @ 60.1700 100 @ 60.1800 600 @ 60.1850 1800 @ 60.1900 900 @ 60.1950 1400 @ 60.2000 300 @ 60.2050 1100 @ 60.2100 400 @ 60.2150 300 @ 60.2200 4200 @ 60.2250 2900 @ 60.2300 1300 @ 60.2350 1700 @ 60.2400 55 @ 60.2500 1700 @ 60.2550 300 @ 60.2600 300 @ 60.2700

Remarks:

	Deanna K. Nakashima, attorney-in-fact	03/12/2010
	** 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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