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)
02/09/2009
(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 02/09/2009   M   50,000 A $ 36.9063 153,664 D  
Common Stock 02/09/2009   S   50,000 D (1) 103,664 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 02/09/2009   M     50,000 02/09/1999 02/09/2009 Common Stock 50,000 $ 36.9063 0 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   02/09/2009
**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: 100 @ 44.6100 2000 @ 44.6200 100 @ 44.6225 2600 @ 44.6300 100 @ 44.6325 6346 @ 44.6400 400 @ 44.6413 6729 @ 44.6500 100 @ 44.6513 1500 @ 44.6550 1200 @ 44.6600 1700 @ 44.6700 778 @ 44.7000 37 @ 44.7001 1063 @ 44.7100 200 @ 44.7200 400 @ 44.7400 164 @ 44.7600 300 @ 44.7700 3200 @ 44.7800 378 @ 44.7900 100 @ 44.7913 100 @ 44.7950 500 @ 44.7964 7086 @ 44.8000 1457 @ 44.8100 1983 @ 44.8200 1274 @ 44.8300 1230 @ 44.8400 410 @ 44.8500 4900 @ 44.8600 100 @ 44.8700 100 @ 44.9100 400 @ 44.9300 965 @ 44.9400

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