August 8, 2005
| David R. Wilson David.Wilson@hellerehrman.com Main +1.206.447.0900
|
Mr. H. Christopher Owings
Assistant Director
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Mail Stop 3561 |
|
Re: | Costco Wholesale Corporation | |
Registration Statement on Form S-3
Filed June 8, 2005
File No. 333-125637
Dear Mr. Owings:
We are in receipt of the staff's comment letter dated June 30, 2005 with respect to the above-referenced registration statement. Registrant has filed Amendment No. 3 to its Registration Statement, which contains revised disclosure in response to the staff's comments. Registrant has responded to the staff's comments as set forth below.
The Rescission Offer, page 23
Background and Reasons for the Rescission Offer, page 23
1. | Please refer to comment 6 in our letter dated June 30, 2005. At the beginning of the third paragraph on page 23, please make it clear that you may have violated Section 5. The present language only implies that you are required to register under Section 5 the securities you have issued. Please revise. |
Response: We have included a statement that the Company may have violated Section 5 on page 23 of the prospectus
The Terms of the Rescission Offer, page 24
Heller Ehrman LLP | 701 Fifth Avenue, Suite 6100 | Seattle, WA 98104-7098 | www.hellerehrman.com |
Anchorage Beijing Hong Kong Los Angeles Madison, WI New York San Diego San Francisco Seattle
Silicon Valley | Singapore | Washington, D.C. |
2. | Please refer to comment 10 in our letter dated June 30, 2005. We understand that it is your position that you are not obligated to use the interest rate set by states for purposes of rescission offers. Although you have changed the interest rate to match the statutory rate in California, it appears that you may have to make the rescission offer in other states as well. Investors are entitled to compare the rate you are offering with those mandated by other states where the offer is made. We reissue the comment. |
Response: We have added a table showing the applicable interest rate for each state on page 25 of the prospectus.
3. | Per an oral comment from Mr. Pradip Bhaumik subsequent to your letter, a validity opinion with respect to the shares being registered is included as an exhibit. |
We intend to seek acceleration of the effectiveness of the registration statement as soon as the staff has advised us that it has no further comments. Please address any additional questions or comments to the undersigned by telephone at (206) 389-4264 or by fax at (206) 447-0849.
Sincerely, |
David R. Wilson |
cc: Mr. John Sullivan
