SUPPLEMENT DATED OCTOBER 13, 1998
TO SUPPLEMENTS DATED AUGUST 17, JULY 16, MAY 22,
MAY 4, APRIL 3, APRIL 1, MARCH 23,
FEBRUARY 25, AND JANUARY 21, 1998,
AND DECEMBER 19, 1997,
TO PROSPECTUS DATED NOVEMBER 26, 1997
COSTCO COMPANIES, INC.
The following table sets forth certain information as of October 13,
1998 as to the security ownership of persons not named as Selling
Securityholders in the Prospectus dated November 26, 1997, as supplemented on
December 19, 1997, and January 21, February 25, March 23, April 1, April 3, May
4, May 22, July 16, and August 17, 1998. The totals set forth in the table also
reflect additional securities that have been acquired by persons previously
named as Selling Security Securityholders in the Prospectus or the Prospectus
Supplements.
<TABLE>
<CAPTION>
Face Amount of Notes Shares of Common Stock
Owned Prior to Offering Owned Prior to Offering 1
Selling Securityholder ($)
<S> <C> <C>
General Motors Employees Domestic Group
Pension Trust 2 $3,000,000 37,363
Goldman, Sachs & Co. $4,650,000 3 52,798 3
San Diego City Retirement $2,837,000 3 32,212 3
Wake Forest University $2,007,000 3 22,788 3
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1 Includes the Shares into which the Notes are convertible.
2 General Motors Investment Management Corporation ("GMIMCo"), a wholly
owned subsidiary of General Motors Corporation ("GM"), is a discretionary
investment adviser with respect to the assets of certain employee benefit plans
of GM and its subsidiaries (the "Plans"), including the Selling Securityholder,
and with respect to the assets of certain direct and indirect subsidiaries of GM
and associated entities, including Motors Insurance Corporation ("MIC"). As
such, GMIMCo may be deemed to be the beneficial owner of 39,363 Shares including
the Selling Securityholder's Shares.
The investment and voting decisions regarding any additional securities
of the Company that might be owned by MIC, the Selling Securityholder or any
other trust under the Plans are made by discretionary third-party investment
managers, who, in so acting, act independently of GMIMCo (although the
appointment of such investment managers is subject to the authorization of MIC,
in the case of assets managed for the account of MIC, or subject to the
authorization of GMIMCo, in the case of assets managed for the account of the
Selling Shareholder and any other trusts under the Plans). State Street Bank and
Trust Company acts as the trustee for the Selling Securityholder but disclaims
beneficial ownership because of its limited role.
3 Includes securities previously registered, without adjustment for
securities that may have been sold.
</TABLE>
The date of this Prospectus Supplement is October 13, 1998.
