[PRICE COSTCO LETTERHEAD]

                                                          EXHIBIT 10(c)(8)

                                February 2, 1994



Mitchell G. Lynn
Senior Executive Vice President
4649 Morena Boulevard
San Diego, CA  92117

Dear Mitch,

In consideration of your continued employment with The Price Company
("Employer"), and your fulfillment of the obligations set forth in paragraph B
below, Employer agrees as follows:

     A.  From the date hereof and continuing until January 31, 1995, you elect
to terminate your employment with Employer or your employment is terminated by
Employer for reasons other than for "cause" (that is failure to perform, moral
turpitude, wrong doing or other acts defined as legal cause for termination
under the laws of California) Employer will pay you:

          (1)  A cash amount equal to one and one half times the sum of:

               (a)  your salary (at the highest rate paid to you at any time
between the Change of Control and the date of termination of employment); plus

               (b)  an amount equal to the amount contributed to The Price
Company Retirement Plan on your behalf during the Plan year ending prior to
your termination; plus

          (2)  In addition, the amount necessary to continue health benefits
under Employer's Health Benefit Plan for you and your dependents for the
maximum time allowed under COBRA, not to exceed 18 months.

          (3)  At your option after April 22, 1994 in exchange for
cancellation of your outstanding stock options, an amount equal to the net
cash value of all your vested and unexercised stock options.

     B.  In consideration for the payment set forth in paragraph A above, you
will be required to sign a standard form document (see Exhibit A attached)
agreeing, among other things, (1) to preserve the confidentiality of
information obtained during the course of your employment, and (2) to release
any and all claims you might have against Employer (except workers
compensation claims) arising out of the Employer-employee relationship.

     C.  This agreement is intended to be binding on Employer, its successors
and assigns.



     D.  In the event of any dispute regarding the matters set forth in this
letter, the parties agree to resolve the dispute through binding arbitration
in San Diego under the Commercial Rules of the American Arbitration
Association and any judgment rendered by the Arbitrator may be enforced by a
court of law.

     E.  The prevailing party in any legal proceeding to enforce this
agreement shall be entitled to be awarded its costs and expenses, including
reasonable legal fees, in such action.

                                       Sincerely,

                                       THE PRICE COMPANY



                                       BY /s/ Robert E. Price
                                          -------------------------------------
                                          Robert E. Price, Chairman

Agreed this 2nd day of Feb, 1994
            ---        ---


EMPLOYEE



/s/ Mitchell G. Lynn
- -------------------------------------
MITCHELL G. LYNN