SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): March 20, 2002

                          COSTCO WHOLESALE CORPORATION
             (Exact name of registrant as specified in its charter)

       Washington                 0-20355                   33-0572969
(State or Other Jurisdiction    (Commission              (I.R.S. Employer
     of Incorporation)          File Number)           Identification Number)

                                 999 Lake Drive
                           Issaquah, Washington 98027
                     (Address of principal executive office)

                                 (425) 313-8100
               (Registrant's telephone number including area code)

Item 5.  Other Events

     On March  20,  2002,  Costco  Wholesale  Corporation  entered  into a terms
agreement  with Banc of America  Securities  LLC and Credit  Suisse First Boston
Corporation, as representatives of the underwriters,  for the public offering of
$300,000,000 aggregate principal amount of its 5 1/2% Senior Notes Due March 15,
2007 under the Company's  shelf  Registration  Statements on Form S-3 (Reg. Nos.
333-01127 and 333-72122). The senior notes are to be issued under a supplemental
indenture,  dated March 20,  2002,  to an  indenture  dated,  October 26,  2001,
between us and U.S.  Bank  National  Association,  as  Trustee,  relating to our
senior debt securities.  Closing of the issuance and sale of the senior notes is
schedule for March 25, 2002. A copy of the terms agreement, form of senior note,
and first supplemental indenture are filed herewith.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (c)      Exhibits.

     The exhibits  listed in the  accompanying  Index to Exhibits  relate to the
Registration  Statement on Form S-3 (No.  333-72122) of the  Registrant  and are
filed herewith for incorporation by reference in such Registration Statement.


         Exhibit   Description

           1.1     Terms Agreement dated March 20, 2002.

           4.1     First Supplemental Indenture between Costco Wholesale
                   Corporation and U.S. Bank National Association, as Trustee,
                   dated as of March 20, 2002.

           4.2     Costco Wholesale Corporation Standard Multiple-Series
                   Indenture Provisions, dated as of March 20, 2002.

           4.3     Form of Note for Costco Wholesale Corporation's
                   5-1/2% Senior Notes due March 15, 2007.

           5.1     Opinion of Heller Ehrman White & McAuliffe LLP.

          12.1     Statement re computation of ratios.


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:  March 22, 2002

                                             COSTCO WHOLESALE CORPORATION


                                    By:      /s/ Richard A. Galanti
                                             ----------------------------------
                                             Richard A. Galanti
                                             Executive Vice President and
                                              Chief Financial Officer