Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JELINEK W CRAIG
  2. Issuer Name and Ticker or Trading Symbol
COSTCO WHOLESALE CORP /NEW [COST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP
(Last)
(First)
(Middle)
999 LAKE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2009
(Street)

ISSAQUAH, WA 98017
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/06/2009   M   50,000 A $ 36.9063 153,664 D  
Common Stock 02/06/2009   S   50,000 D (1) 103,664 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 36.9063 02/06/2009   M     50,000 02/09/1999 02/09/2009 Common Stock 50,000 $ 36.9063 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JELINEK W CRAIG
999 LAKE DRIVE
ISSAQUAH, WA 98017
      Executive VP  

Signatures

 Deanna K. Nakashima, attorney-in-fact   02/06/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Sold as follows: 2620 @ 44.0000 100 @ 44.0400 50 @ 44.0500 600 @ 44.0600 100 @ 44.0700 100 @ 44.0900 100 @ 44.0925 300 @ 44.1000 830 @ 44.1100 800 @ 44.1200 1800 @ 44.1300 200 @ 44.1400 900 @ 44.1500 461 @ 44.1600 5184 @ 44.1700 3839 @ 44.1800 3000 @ 44.1900 134 @ 44.2000 100 @ 44.2100 681 @ 44.2200 385 @ 44.2300 795 @ 44.2400 100 @ 44.2480 3205 @ 44.2500 100 @ 44.2556 1500 @ 44.2600 1100 @ 44.2700 2474 @ 44.2800 1326 @ 44.2900 1700 @ 44.3000 1000 @ 44.3200 300 @ 44.3300 400 @ 44.3400 66 @ 44.3600 100 @ 44.3800 100 @ 44.3900 50 @ 44.4000 1200 @ 44.4100 84 @ 44.4300 94 @ 44.4425 2306 @ 44.4500 2800 @ 44.5900 1700 @ 44.6700 400 @ 44.6900 500 @ 44.7300 2700 @ 44.7500 600 @ 44.7525 335 @ 44.8000 400 @ 44.8200 281 @ 44.8300

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