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) January 27, 2005

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

   Washington                 0-20355                           91-1223280
-----------------   --------------------------------   ------------------------
 (State or other         (Commission File No.)               (I.R.S. Employer 
 jurisdiction of                                            Identification No.)
                                 999 Lake Drive
                               Issaquah, WA 98027
              (Address of principal executive offices and zip code)

Registrant's telephone number, including area code: 425-313-8100

Item 1.01.  Entry into a Material Definitive Agreement

         At the Company's  annual meeting of  shareholders,  held on January 27,
2005,  shareholders  approved the adoption of amendments  to the Company's  2002
Stock Incentive Plan. Among other things, the amendments increased the number of
shares of common stock  eligible for award under the plan by 10,000,000  shares,
and  authorized  the grant of stock  bonuses  and  stock  units in  addition  to
non-statutory  and incentive stock options.  A more complete  description of the
terms of the Amended and Restated 2002 Equity Incentive Plan (the "Plan") can be
found in the Company's  definitive Proxy Statement filed with the Securities and
Exchange  Commission  on  Schedule  14A.  The  section of the  definitive  Proxy
Statement, "Proposal 2--Approval of Amendments to the 2002 Stock Incentive Plan"
is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits. The following exhibits are included in this report:

         10.1.  Amended and Restated 2002 Stock Incentive Plan.  Incorporated by
reference to Appendix E to the  Company's  definitive  proxy  statement  for the
annual meeting of shareholders held on January 27, 2005.


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by the  undersigned,  thereunto  duly  authorized,  in the  City of
Issaquah, State of Washington, on January 28, 2005.

                                  COSTCO WHOLESALE CORPORATION

                                   By:  ___/s/  Richard A. Galanti__________
                                          Richard A. Galanti, Executive Vice
                                          President and Chief Financial Officer