Prepared by MERRILL CORPORATION




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Exhibit 4.1    
  


    UNLESS THIS SECURITY (AS DEFINED HEREIN) IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY"), TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR TO SUCH OTHER NAME, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 



    UNLESS
AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE
COMPANY BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 


 
 

COSTCO WHOLESALE CORPORATION
  
     % SENIOR NOTES DUE            , 20      




	No.            	 	$                 

CUSIP:                      



    COSTCO WHOLESALE CORPORATION, a Washington corporation (herein called the "Company", which term shall refer to such Company until a successor corporation shall
have become such pursuant
to the provisions of the Indenture referred to herein and thereafter "Company" shall mean such successor corporation), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of              MILLION DOLLARS ($  ,000,000) on            ,
20    , and to pay interest thereon from            ,
200  , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually on         and         in each
year,
commencing            , 200  , at the rate of    % per annum, until the principal hereof is paid or made available for payment. 


    The
interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be (in each case whether or not a Business Day) the
      or            as the case may be, next preceding such Interest Payment Date. Any interest not punctually paid or duly provided for shall forthwith cease
to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may 


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be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 


    Payment
of the principal of (and premium, if any, on) and interest on this Security will be made at the corporate trust office of U.S. Bank, NA in St. Paul, Minnesota, or at the
office or agency of the Company maintained for that purpose in the Borough of Manhattan, in The City of New York, in such coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at the option of the Company, payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. 


    This
security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated
as of October   , 2001 (herein called the "Indenture"), between the Company and U.S. Bank, NA, as Trustee (herein called the "Trustee," which term includes any successor trustee
or trustees under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof, limited in aggregate principal amount to $            . 


    The
Securities are not redeemable at the option of the Company prior to Stated Maturity. 


    If
an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. 


    The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount
of the Securities at the time Outstanding of all series to be affected (acting as one class). The Indenture also provides that, regarding the Securities of any series, the Holders of not less than a
majority in principal amount of the Securities at the time Outstanding of such series may waive certain past defaults and their consequences on behalf of the Holders of all Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 


    As
provided in the Indenture, the Company shall be discharged from its obligations with respect to the Securities of any series when (1) with respect to all Outstanding
Securities of such series, the Company has deposited or caused to be deposited with the Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the benefit of the
Holders of the Securities of such series (i) money in an amount as will, or (ii) U.S. Government Obligations as will, together with the predetermined and certain income to accrue thereon
without consideration of any reinvestment thereof, or (iii) a combination of (i) and (ii) as will (in a written opinion with respect to (ii) or (iii) of independent
public accountants delivered to the Trustee), be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series for principal (and premium, if any) and interest,
if any, to the Stated Maturity; and (2) the Company has paid or caused to be paid all other sums payable with respect to the Outstanding Securities of such series; and (3) the Company
has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel stating that all such conditions precedent have been complied with; and (4) the Company has delivered to the
Trustee (i) a ruling directed to the Company and the Trustee from the United States Internal Revenue Service to 


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the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result thereof and will be subject to Federal income tax as if
such option had not been exercised or (ii) an Opinion of Counsel to the same effect and based upon a change in law. 


    No
reference herein to the Indenture and no provisions of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest, if any, on this Security at the times, place and rate, and in the coin or currency, herein and in the Indenture provided; subject, however,
to the provisions for the discharge
of the Company from its obligations under the Securities upon satisfaction of the conditions set forth in the preceding paragraph or in the Indenture. 


    As
provided in the Indenture, upon any consolidation or merger or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in
accordance with the provisions of the Indenture, the successor corporation formed by such consolidation or into which the predecessor corporation is merged or to which such conveyance, transfer or
lease is made shall be substituted for the predecessor corporation with the same effect as if such successor corporation had been named as the Company. Thereafter the predecessor corporation shall be
relieved of the performance and observance of all obligations and covenants of the Indenture and the Securities, including but not limited to the obligation to make payment of the principal of (and
premium, if any, on) and interest, if any, on all the Securities then Outstanding, and, in the event of any such conveyance, transfer or lease, may be liquidated and dissolved. 


    As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, when duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations and for a like aggregate principal amount and tenor, will be issued to the designated transferee or transferees. 


    The
Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any larger amount that is an integral multiple of $1,000. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount and tenor of Securities of this series of a
different authorized denomination, upon surrender of the Securities to be exchanged at any such office or agency. 



    No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. 


    Prior
to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary. 


    As
provided in the Indenture, no recourse shall be had for the payment of the principal of (or premium, if any, on) or the interest, if any, on this Security, or any part hereof, or
for any claim based hereon or otherwise in respect hereof, or of the indebtedness represented hereby, or upon any obligation, covenant or agreement of the Company in the Indenture, against any
incorporator, direct or
indirect stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation (either directly or through the Company or any such successor corporation),
whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any 


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assessment or penalty or otherwise, all liability, if any, of that character against every such incorporator, stockholder, officer and director being by the acceptance hereof, and as a condition of
and as part of the consideration for the issue hereof, expressly waived and released. 


    The
Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. 


    All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 



    Unless
the certificate of authentication hereon has been executed by the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose. 


    IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 



	 	 	COSTCO WHOLESALE CORPORATION
	 	 	 	 
	 	 	 	 
	 	 	By:	            
 Executive Vice President
	

Attest:	
 	

 	

 
	 	 	 	 
	 	 	 	 
	  
 Secretary

	 	 	 




 
 

TRUSTEE'S CERTIFICATE OF AUTHENTICATION    



    This
is one of the Securities of the series designated and issued under the within mentioned Indenture. 


Dated:            ,
200  



	 	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 	 
	 	 	 	 
	 	 	By:	      
 Authorized Signatory




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ABBREVIATIONS    



    The
following abbreviations, when used in the inscription on this Security, shall be construed as though they were written out in full according to applicable laws or regulations. 



	TEN COM—	 	as tenants in common	 	UNIF GIFT MIN ACT
	

TEN ENT—	
 	

as tenants by the entireties with right of survivorship and not as tenants in common	
 	

                   Custodian

(Cust)
	

JT TEN—	
 	

as joint tenants with right of survivorship and not as tenants in common	
 	

(Minor)

Under Uniform Gifts

to Minor Act
	

 	
 	

 	
 	

(State)





    Additional
abbreviations may also be used though not in the above list. 




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    FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to 


INSERT
SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF

ASSIGNEE 









    PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE 


 






 






the
within Security of Costco Wholesale Corporation, and irrevocably constitutes and appoints 










to
transfer said Security on the books of the within named Company, with full power of substitution in the premises. 



	Dated:                               	 	 
	 	 	

	

 	
 	


	 	 	The signature to this assignment must correspond with the name as written upon the face of the Security in every particular without alteration or enlargement, or any change whatsoever.
	

 	
 	

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.






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Exhibit 4.1


COSTCO WHOLESALE CORPORATION % SENIOR NOTES DUE , 20

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

ABBREVIATIONS