Prepared by MERRILL CORPORATION




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Exhibit 4.2    
  


    COSTCO WHOLESALE CORPORATION  


 and  


 U.S. BANK NATIONAL ASSOCIATION, as Trustee  




Senior Debt Securities 


Indenture





Dated
as of October   , 2001 





 


    INDENTURE, dated as of October   , 2001 (the "Indenture"), between COSTCO WHOLESALE CORPORATION, a corporation duly organized and existing under the laws of the
State of Washington (herein called the "Company"), having its principal offices at 999 Lake Drive, Issaquah, Washington 98027, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (herein called the
"Trustee"). 


RECITALS OF THE COMPANY  


    The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes
or other obligations for money so borrowed (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. 


    All
things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:  



    For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 


Paragraph A.  INCORPORATION BY REFERENCE  


    Articles I through XIV of the Costco Wholesale Corporation. Standard Multiple-Series Indenture Provisions dated as of October   , 2001
(herein called the "Standard Provisions"), a copy of which is attached hereto as Annex "A", are hereby incorporated herein by reference with the same force and effect as though fully set out herein. 


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    IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and attested as of the day and year first above written. 



	 	 	COSTCO WHOLESALE CORPORATION
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 	 
	 	 	 	 	
 Executive Vice President
	 	 	 	 	 
	 	 	 	 	 
	Attest	 	 	 	 
	 	 	 	 	 
	
 Assistant Secretary	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

  as Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 	 
	 	 	 	 	
 Title:  Authorized Signatory
	 	 	 	 	 
	 	 	 	 	 
	Attest	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
 Title:  Assistant Secretary	 	 	 	 




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	STATE OF WASHINGTON	 	)
	 	 	 
	 	 	) ss
	 	 	 
	COUNTY OF KING	 	)





    On
the              day of October, 2001, before me personally came                   to
me known, who, being by me duly sworn, did depose and say that he is Executive Vice
President of COSTCO WHOLESALE CORPORATION, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. 



	 	 	 
	 	 	 
	 	 	
 Notary Public




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    IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and attested as of the day and year first above written. 



	 	 	COSTCO WHOLESALE CORPORATION
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 	 
	 	 	 	 	
 Executive Vice President
	 	 	 	 	 
	 	 	 	 	 
	Attest	 	 	 	 
	 	 	 	 	 
	
 Secretary	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION

  as Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	By	 	 
	 	 	 	 	
 Title:  Authorized Signatory
	 	 	 	 	 
	 	 	 	 	 
	Attest	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
 Title:  Assistant Secretary	 	 	 	 




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	STATE OF MINNESOTA	 	    )
	 	 	 
	 	 	    ) ss
	 	 	 
	COUNTY OF	 	    )





    On
the              day of October, 2001, before me personally came                   to
me known, who, being by me duly sworn, did depose and say that he/she is
                   of U.S. BANK NATIONAL ASSOCIATION, one of the corporations described in and which executed the foregoing instrument; that he/she knows
the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he/she signed his/her name thereto by like authority. 



	 	 	 
	 	 	 
	 	 	
 Notary Public




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Exhibit 4.2