Mail Stop 3561
August 15, 2005

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

      Re:	Costco Wholesale Corporation
		Amendment No. 3 to Registration Statement on Form S-3
      Filed August 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.  Feel free to call us at the telephone
numbers
listed at the end of this letter.

The Rescission Offer, page 23

Terms of the Rescission Offer, page 24
1. Please refer to comment 2 in our letter dated August 2, 2005.
Please add the interest rate related to rescission offers for the
District of Columbia in the table on page 25.

Exhibit 5.1
2. In the legality opinion, counsel assumes that you have issued
shares in accordance with your articles of incorporation and by-
laws,
and any related agreements.  This is an inappropriate assumption
as
counsel assumes material facts underlying the opinion.  Please
revise.

* * * * *

      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.

      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


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Richard J. Olin
Costco Wholesale Corporation
August 15, 2005
Page 1