<PAGE>
                   SECURITIES AND EXCHANGE COMMISSION

                          Washington, DC 20549



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 1995

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

For the transition period from _______ to _______
                    Commission File Number 0-6074

                         Nordstrom, Inc.
       ______________________________________________________
       (Exact name of Registrant as specified in its charter)

              Washington                             91-0515058
      _______________________________            ___________________
      (State or other jurisdiction of              (IRS Employer
      incorporation or organization)              Identification No.)

             1501 Fifth Avenue, Seattle, Washington  98101
         ____________________________________________________
         (Address of principal executive offices)  (Zip code)

Registrant's telephone number, including area code: (206) 628-2111


     Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the Registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.


                          YES   X       NO
                              _____        _____

Common stock outstanding as of May 19, 1995:  82,277,152 shares of 
common stock.










                                 1 of 8

<PAGE>
                     NORDSTROM, INC. AND SUBSIDIARIES
                     --------------------------------
                                 INDEX
                                 -----

<TABLE>
<CAPTION>
                                                                   Page
                                                                  Number
<S>                                                               <C>

PART I.  FINANCIAL INFORMATION


    Item 1.  Financial Statements (unaudited)

        Consolidated Statements of Earnings
           Three months ended April 30, 1995
           and 1994                                                  3

        Consolidated Balance Sheets
           April 30, 1995 and 1994 and 
           January 31, 1995                                          4

        Consolidated Statements of Cash Flows
           Three months ended April 30, 1995
           and 1994                                                  5

        Notes to Consolidated Financial Information                  6


    Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                     7


PART II.  OTHER INFORMATION


    Item 1.  Legal Proceedings                                       8


    Item 6.  Exhibits and Reports on Form 8-K                        8

</TABLE>



















                                 2 of 8

<PAGE>
                     NORDSTROM, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF EARNINGS
             (dollars in thousands except per share amounts)
                              (unaudited)

<TABLE>
<CAPTION>
                                                   Three Months
                                                  Ended April 30,
                                                -------------------
                                                  1995       1994 
                                                --------   --------
<S>                                             <C>        <C>
Net sales                                       $815,598   $762,062

Costs and expenses:
  Cost of sales and related buying
    and occupancy                                553,753    510,135
  Selling, general and administrative            239,771    214,864
  Interest, net                                    7,673      7,942
  Service charge income and other, net           (31,276)   (23,652)
                                                --------   --------
  Total costs and expenses                       769,921    709,289
                                                --------   --------

Earnings before income taxes                      45,677     52,773
Income taxes                                      18,000     20,800
                                                --------   --------
Net earnings                                    $ 27,677   $ 31,973
                                                ========   ========
Net earnings per average share of
  common stock                                  $    .34   $    .39
                                                ========   ========
Cash dividends paid per share of
  common stock outstanding                      $   .125   $   .085
                                                ========   ========


<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1994 Annual Report to Shareholders.

</TABLE>













                                 3 of 8

<PAGE>
                     NORDSTROM, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                          (dollars in thousands)
                               (unaudited)

<TABLE>
<CAPTION>
                                      April 30,   January 31,   April 30,
                                        1995         1995         1994
                                     ----------   ----------   ----------
<S>                                  <C>          <C>          <C>
ASSETS
Current Assets:
  Cash and cash equivalents          $   68,744   $   32,497   $  101,654
  Accounts receivable, net              666,901      675,891      530,673
  Merchandise inventories               692,652      627,930      621,962
  Prepaid income taxes and other         59,952       61,395       52,007
                                     ----------   ----------   ----------
  Total current assets                1,488,249    1,397,713    1,306,296
Property, buildings and 
  equipment, net                      1,001,288      984,195      862,073
Other assets                             15,073       14,875       20,810
                                     ----------   ----------   ----------
                                     $2,504,610   $2,396,783   $2,189,179
                                     ==========   ==========   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable                      $  158,582   $   87,388   $   52,146

  Accounts payable                      306,045      273,084      279,550
  Accrued salaries, wages
    and taxes                           132,863      190,501      120,470
  Accrued expenses                       44,105       40,990       34,512
  Accrued income taxes                   17,736       22,524       22,042
  Current portion
    of long-term debt                    65,967       75,967      112,164
                                     ----------   ----------   ----------
  Total current liabilities             725,298      690,454      620,884
Long-term debt                          339,768      297,943      326,182
Deferred income taxes and other          77,669       64,586       49,326
Shareholders' equity:
  Common stock, without par value:
    250,000,000 shares authorized;
    82,274,034, 82,244,098 and
    82,099,115 shares issued 
    and outstanding                     164,012      163,334      158,660
  Retained earnings                   1,197,863    1,180,466    1,034,127
                                     ----------   ----------   ----------
  Total shareholders' equity          1,361,875    1,343,800    1,192,787
                                     ----------   ----------   ----------
                                     $2,504,610   $2,396,783   $2,189,179
                                     ==========   ==========   ==========
<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1994 Annual Report to Shareholders.
</TABLE>


                                  4 of 8

<PAGE>
                     NORDSTROM, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (dollars in thousands)
                               (unaudited)

<TABLE>
<CAPTION>
                                                   Three Months
                                                  Ended April 30,
                                                ------------------
                                                  1995      1994
                                                --------  --------
<S>                                             <C>       <C>
OPERATING ACTIVITIES:
  Net earnings                                  $ 27,677  $ 31,973
  Adjustments to reconcile net earnings
    to net cash (used in) provided by
    operating activities:
      Depreciation and amortization               29,577    24,862
      Change in:
        Accounts receivable, net                   8,990    55,768
        Merchandise inventories                  (64,722)  (36,360)
        Prepaid income taxes and other             1,443      (358)
        Accounts payable                          32,961    15,495
        Accrued salaries, wages and taxes        (57,638)  (36,477)
        Accrued expenses                           3,115    (1,482)
        Income tax liabilities and other          (6,253)   (3,702)
                                                --------  --------
Net cash (used in) provided by operating
  activities                                     (24,850)   49,719
                                                --------  --------
INVESTING ACTIVITIES:
  Additions to property, buildings
    and equipment, net                           (31,993)  (41,209)
  Other                                             (115)   (3,969)
                                                --------  ---------
Net cash used in investing activities            (32,108)  (45,178)
                                                --------  ---------
FINANCING ACTIVITIES:
  Increase in notes payable                       71,194    11,809
  Proceeds from issuance of long-term debt, net   41,788         -
  Proceeds from issuance of common stock             678     1,286
  Principal payments on long-term debt           (10,175)     (228)
  Cash dividends paid                            (10,280)   (6,976)
                                                --------  --------
Net cash provided by financing activities         93,205     5,891
                                                --------  --------
Net increase in cash and cash equivalents         36,247    10,432

Cash and cash equivalents at 
  beginning of period                             32,497    91,222
                                                --------  --------
Cash and cash equivalents at end of period      $ 68,744  $101,654
                                                ========  ========
<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1994 Annual Report to Shareholders.
</TABLE>

                                 5 of 8

<PAGE>
                     NORDSTROM, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE THREE MONTHS ENDED APRIL 30, 1995 AND 1994
                          (dollars in thousands)
                                (unaudited)


Note 1:

The consolidated balance sheets of Nordstrom, Inc. and subsidiaries (the 
"Company") as of April 30, 1995 and 1994, and the related consolidated 
statements of earnings and cash flows for the periods then ended, have 
been prepared from the accounts without audit.

The consolidated financial information is applicable to interim periods 
and is not necessarily indicative of the results to be expected for the 
year ending January 31, 1996.

It is not considered necessary to include detailed footnote information 
as of April 30, 1995 and 1994.  The financial information should be read 
in conjunction with the Notes to Consolidated Financial Statements 
contained in the Nordstrom 1994 Annual Report to Shareholders.

In the opinion of management, the consolidated financial information 
includes all adjustments (consisting only of normal, recurring 
adjustments) necessary to present fairly the financial position of 
Nordstrom, Inc. and subsidiaries as of April 30, 1995 and 1994, and the 
results of their operations and cash flows for the periods then ended, 
in accordance with generally accepted accounting principles applied on a 
consistent basis.

Note 2:  The summarized combined results of operations of Nordstrom 
         Credit, Inc. and Nordstrom National Credit Bank are 
         as follows:

<TABLE>
<CAPTION>
Three Months Ended April 30,                     1995       1994
                                               -------    -------
    <S>                                        <C>        <C>
    Total revenue                              $29,523    $24,742
    Earnings before income taxes                 8,727     10,285
    Net earnings                                 5,587      6,585
</TABLE>








                                 6 of 8

<PAGE>
                     NORDSTROM, INC. AND SUBSIDIARIES
 
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the 

Management Discussion and Analysis section of the Nordstrom 1994 Annual 
Report to Shareholders.

Results of Operations:
- ----------------------
During the first quarter of 1995, sales increased 7.0% when compared 
with the same quarter in 1994. New unit sales accounted for 
substantially all of the sales increase, as comparable store sales 
declined by .2%. The disappointing comparable store sales results 
reflect the sluggish retail climate prevailing through much of the 
quarter. The Company remains cautious with respect to sales projections 
for the remainder of the year.

Cost of sales and related buying and occupancy costs increased as a 
percentage of sales when compared to the same quarter in 1994. Buying 
costs increased because of spending on development and implementation of 
an inventory management system and on development of the Company's own 
merchandise brands. Occupancy costs also increased during the quarter 
from new stores and remodeling projects.

Selling, general and administrative expenses increased as a percentage 
of sales when compared to the same quarter in 1994. Factors that 
contributed to the increase included expenses incurred in connection 
with the opening of two new stores and the closing of one full-line 
store, higher sales promotion costs for the Company's direct sales 
division, and higher selling costs. These increases were partially 
offset by a decrease in employee benefit costs.

Service charge income and other, net increased as a percentage of sales 
when compared to the same quarter in 1994 due primarily to one-time 
gains on the sale of a closed distribution facility and a full-line 
store totaling $6.3 million ($.05 per share after income taxes).

Financial Condition:
- --------------------
The Company's working capital at April 30, 1995 increased when compared 
to the same quarter in 1994 due primarily to increases in accounts 
receivable and merchandise inventories.  The Company's working capital 
at April 30, 1995 increased when compared to January 31, 1995 due 
primarily to an increase in merchandise inventories.

Subsequent to April 30, 1995, the Board of Directors of the Company 
authorized the repurchase of up to $100 million of the Company's 
outstanding stock.  The Company anticipates that additional borrowings 
will be required to fund the stock repurchase.

During the quarter, the Company opened two new full-line stores in the 
Woodfield Shopping Center in Schaumburg, Illinois and at The Westchester 
in White Plains, New York.  Construction is progressing as planned on 
new stores scheduled to open later this year and in 1996.

                                 7 of 8

<PAGE>
                     NORDSTROM, INC. AND SUBSIDIARIES





 
                      PART II - OTHER INFORMATION


Item 1.  Legal Proceedings
- --------------------------
The Company is not involved in any material pending legal proceedings, 
other than routine litigation in the ordinary course of business.



Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

(a)  Exhibits
     --------

      (3.2)  By-laws of the Registrant, as amended, are filed herein as 
             an Exhibit.

     (27.1)  Financial Data Schedule is filed herein as an Exhibit.

(b)  Reports on Form 8-K
     -------------------

     No reports on Form 8-K were filed during the quarter for which this 
     report is filed.



                               SIGNATURES

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 thereunto duly authorized.


                              NORDSTROM, INC.
                                (Registrant)


                             /s/            John A. Goesling
                             ------------------------------------------
                             John A. Goesling, Executive Vice President
                                             and Treasurer
                            (Principal Financial and Accounting Officer)


Date:  June 2, 1995
- -----------------------



                                 8 of 8

<PAGE>
NORDSTROM, INC. AND SUBSIDIARIES


<TABLE>
<CAPTION>

Exhibit Index

Exhibit                                    Method of Filing
- -------                                    ----------------
<S>   <C>                                  <C>
 3.2  By-laws                              Filed herewith electronically

27.1  Financial Data Schedule              Filed herewith electronically
</TABLE>







<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-31-1996
<PERIOD-END>                               APR-30-1995
<CASH>                                          68,744
<SECURITIES>                                         0
<RECEIVABLES>                                  666,901
<ALLOWANCES>                                         0
<INVENTORY>                                    692,652
<CURRENT-ASSETS>                             1,488,249
<PP&E>                                       1,001,288
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               2,504,610
<CURRENT-LIABILITIES>                          725,298
<BONDS>                                        339,768
<COMMON>                                       164,012
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                   1,197,863
<TOTAL-LIABILITY-AND-EQUITY>                 2,504,610
<SALES>                                        815,598
<TOTAL-REVENUES>                               815,598
<CGS>                                          553,753
<TOTAL-COSTS>                                  769,921
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               7,673
<INCOME-PRETAX>                                 45,677
<INCOME-TAX>                                    18,000
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,677
<EPS-PRIMARY>                                     0.34
<EPS-DILUTED>                                     0.34
        

</TABLE>






<PAGE>

Exhibit 3.2
                                 BYLAWS
                                   OF
                             NORDSTROM, INC.

                 (Amended and Restated as of May 16, 1995)

                                ARTICLE I
                                 Offices

      The principal office of the corporation in the State of Washington 
shall be located in the city of Seattle.  The corporation may have such 
other offices, either within or without the State of Washington, as the 
Board of Directors may designate or as the business of the corporation 
may require from time to time.

      The registered office of the corporation required by the 
Washington Business Corporation Act to be maintained in the State of 
Washington may be, but need not be, identical with the principal office 
in the State of Washington, and the address of the registered office may 
be changed from time to time by the Board of Directors or by officers 
designated by the Board of Directors.

                                ARTICLE II
                               Shareholders

      Section 1.  Annual Meetings.  The annual meeting of the 
shareholders shall be held on the third Tuesday in the month of May each 
year, at the hour of 11:00 a.m., unless the Board of Directors shall 
have designated a different hour and day in the month of May to hold 
said meeting.  The meeting shall be for the purpose of electing 
directors and the transaction of such other business as may come before 
the meeting.  If the day
 fixed for the annual meeting shall be a legal 
holiday in the State of Washington, and if the Board of Directors has 
not designated some other day in the month of May for such meeting, such 
meeting shall be held at the same hour and place on the next succeeding 
business day not a holiday.  The failure to hold an annual meeting at 
the time stated in these Bylaws does not affect the validity of any 
corporate action. If the election of directors shall not be held on the 
day designated herein or by the Board of Directors for any annual 
meeting of the shareholders, or at any adjournment thereof, the Board of 
Directors shall cause the election to be held at a special meeting of 
the shareholders as soon thereafter as conveniently may be.

      Section 2.  Special Meetings.  Special meetings of the 
shareholders may be called for any purpose or purposes, unless otherwise 
prescribed by statute, at any time by the Chairman (or any Co-Chairman), 
by the President (or any Co-President), or by the Board of Directors, 
and shall be called by the President (or any Co-President) at the 
request of holders of not less than 10% of all outstanding shares of the 
corporation entitled to vote on any issue proposed to be considered at 
the meeting.  Only business within the purpose or purposes described in 
the meeting notice may be conducted at a special shareholder's meeting.

<PAGE>
      Section 3.  Place of Meeting.  The Board of Directors may 
designate any place, either within or without the State of Washington, 
as the place of meeting for any annual meeting or for any special 
meeting of the corporation.  If no such designation is made, the place 
of meeting shall be the principal offices of the corporation in the 
State of Washington.

      Section 4.  Notice of Meetings.  Written notice of annual or 
special meetings of shareholders stating the place, day, and hour of the 
meeting, and, in the case of a special meeting, the purpose or purposes 
for which the meeting is called, shall be given by the Secretary, or 
persons authorized to call the meeting, to each shareholder of record 
entitled to vote at the meeting, not less than ten (10) nor more than 
sixty (60) days prior to the date of the meeting, unless otherwise prescribed
by statute.

      Section 5.  Waiver of Notice.  Notice of the time, place, and 
purpose of any meeting may be waived in writing (either before or after 
such meeting) and will be waived by any shareholder by attendance of the 
shareholder in person or by proxy, unless the shareholder at the 
beginning of the meeting objects to holding the meeting or transacting 
business at the meeting.  Any shareholder waiving notice of a meeting 
shall be bound by the proceedings of the meeting in all respects as if 
due notice thereof had been given.

      Section 6.  Record Date.  For the purpose of determining 
shareholders entitled to notice of or to vote at any meeting of 
shareholders, or any adjournment thereof, or shareholders entitled to 
receive payment of any dividend, or to make a determination of 
shareholders for any other proper purpose, the Board of Directors may 
fix in advance a record date for any such determination of shareholders, 
such date to be not more than seventy (70) days and, in the case of a 
meeting of shareholders, not less than ten (10) days, prior to the date 
on which the particular action requiring such determination of 
shareholders is to be taken.  If no record date is fixed for the 
determination of shareholders entitled to notice of or to vote at a 
meeting of shareholders, or shareholders entitled to receive payment of 
a dividend, the day before the date on which notice of the meeting is 
mailed or the date on which the resolution of the Board of Directors 
declaring such dividend is adopted, as the case may be, shall be the 
record date for such determination of shareholders.  When a 
determination of shareholders entitled to vote at any meeting of 
shareholders has been made as provided in this Section, the 
determination shall apply to any adjournment thereof, unless the Board 
of Directors fixes a new record date, which it must do if the meeting is 
adjourned more than one hundred twenty (120) days after the date fixed 
for the original meeting.

      Section 7. Voting Lists.  After fixing a record date for a 
shareholders' meeting, the corporation shall prepare an alphabetical 
list of the names of all shareholders on the record date who are 
entitled to notice of the shareholders' meeting.  The list shall show 
the address of and number of shares held by each shareholder.  A 
shareholder, shareholder's agent, or a shareholder's attorney may 
inspect the shareholder list, at the shareholder's expense, beginning 

<PAGE>
ten days prior to the shareholders' meeting and continuing through the 
meeting, at the corporation's principal office or at a place identified 
in the meeting notice in the city where the meeting will be held during 
regular business hours.  The shareholder list shall be kept open for 
inspection at the time and place of such meeting or any adjournment.

      Section 8.  Quorum and Adjourned Meetings.  Unless the Articles of 
Incorporation or applicable law provide otherwise, a majority of the 
outstanding shares of the corporation entitled to vote, represented in 
person or by proxy, shall constitute a quorum at a meeting of 
shareholders.  Once a share is represented at a meeting, other than to 
object to holding the meeting or transacting business, it is deemed to 
be present for the remainder of the  meeting and any adjournment thereof 
unless a new record date is set or is required to be set for the 
adjourned meeting.  A majority of the shares represented at a meeting, 
even if less than a quorum, may adjourn the meeting from time to time 
without further notice.  At a reconvened meeting at which a quorum shall 
be present or represented, any business may be transacted which might 
have been transacted at the original meeting.  Business may continue to 
be conducted at a duly organized meeting and at any adjournment of such 
meeting (unless a new record date is or must be set for the adjourned 
meeting), notwithstanding the withdrawal of enough shares from either 
meeting to leave less than a quorum.

      Section 9.  Proxies.  At all meetings of shareholders, a 
shareholder may vote by proxy executed in writing by the shareholder or 
by the shareholder's duly authorized attorney in fact. Such proxy shall 
be filed with the Secretary of the corporation before or at the time of 
the meeting.  No proxy shall be valid after eleven (11) months from the 
date of its execution, unless otherwise provided in the proxy.

      Section 10.  Voting of Shares.  Every shareholder of record shall 
have the right at every shareholders' meeting to one vote for every 
share standing in the shareholder's name on the books of the 
corporation.  If a quorum exists, action on a matter, other than 
election of directors, is approved by the shareholders if the votes cast 
favoring the action exceed the votes cast opposing the action, unless 
the Articles of Incorporation or applicable law require a greater number 
of affirmative votes.  Notwithstanding the foregoing, shares of the 
corporation may not be voted if they are owned, directly or indirectly, 
by another corporation, and the corporation owns, directly or 
indirectly, a majority of shares of the other corporation entitled to 
vote for directors of the other corporation.

      Section 11.  Acceptance of Votes.  If the name signed on a vote, 
consent, waiver or proxy appointment does not correspond to the name of 
a shareholder of the corporation, the corporation may accept the vote, 
consent, waiver or proxy appointment, and give effect to it as the act 
of the shareholder if:  (i) the shareholder is an entity and the name 
signed purports to be that of an officer, partner or agent of the 
entity; (ii) the name signed purports to be that of an administrator, 
executor, guardian or conservator representing the shareholder; (iii) 
the name signed purports to be that of a receiver or trustee in 
bankruptcy of the shareholder; (iv) the name signed purports to be that 

<PAGE>
of a pledgee, beneficial owner or attorney-in-fact of the shareholder; 
or (v) two or more persons are the shareholder as co-tenants or 
fiduciaries and the name signed purports to be the name of at least one 
of the co-owners and the person signing appears to be acting on behalf 
of all co-owners.


                               ARTICLE III
                           Board of Directors

      Section 1.  General Powers.  The business and affairs of the 
corporation shall be managed by its Board of Directors.

      Section 2.  Number, Tenure and Qualifications.  The number of 
directors of the corporation shall be twelve (12).  Each director shall 
hold office until the next annual meeting of shareholders and until his 
successors shall have been elected and qualified.  Directors need not be 
residents of the State of Washington or shareholders of the corporation.

      Section 3.  Regular Meeting.  A regular meeting of the Board of 
Directors shall be held without other notice than this Bylaw immediately 
after, and at the same place as, the annual meeting of shareholders.  
Regular meetings of the Board of Directors shall be held at such place 
and on such day and hour as shall from time to time be fixed by the 
Chairman (or any Co-Chairman), the President (or any Co-President) or 
the Board of Directors.  No other notice of regular meeting of the Board 
of Directors shall be necessary.

      Section 4.  Special Meetings.  Special meetings of the Board of 
Director may be called by or at the request of the Chairman (or any Co-
Chairman), the President (or any Co-President) or any two Directors.  
The person or persons authorized to call special meetings of the Board 
of Directors may fix any place, either within or without the State of 
Washington, as the place for holding any special meeting of the Board of 
Directors called by them.

      Section 5.  Notice.  Notice of any special meeting shall be given 
at least two days previously thereto by either oral or written notice.  
Any Director may waive notice of any meeting.  The attendance of a 
Director at a meeting shall constitute a waiver of notice of such 
meeting, except where a Director attends a meeting for the express 
purpose of objecting to the transaction of any business because the 
meeting is not lawfully called or convened.  Neither the business to be 
transacted at, nor the purpose of, any regular or special meeting of the 
Board of Directors need be specified in the notice or waiver of notice 
of such meeting.

      Section 6.  Quorum.  A majority of the number of Directors fixed 
by Section 2 of this Article III shall constitute a quorum for the 
transaction of business at any meeting of the Board of Directors, but if 
less than such majority is present at a meeting, a majority of the 
Directors present may adjourn the meeting from time to time without 
further notice.


<PAGE>
      Section 7.  Manner of Acting.  The act of the majority of the 
Directors present at a meeting at which a quorum is present shall be the 
act of the Board of Directors.

      Section 8.  Vacancies.    Any vacancy occurring in the Board of 
Directors may be filled by the affirmative vote of a majority of the 
remaining Directors though less than a quorum of the Board of Directors.  
A Director elected to fill a vacancy shall be elected for the unexpired 
term of his predecessor in office.  A vacancy on the Board of Directors 
created by reason of an increase in the number of Directors may be 
filled by election by the Board of Directors for a term of the office 
continuing only until the next election of Directors by the 
shareholders.

      Section 9.  Compensation.  By resolution of the Board of 
Directors, each Director may be paid his expenses, if any, of attendance 
at each meeting of the Board of Directors and at each meeting of a 
committee of the Board of Directors, and may be paid a stated salary as 
director, a fixed sum for attendance at each such meeting, or both.  No 
such payment shall preclude any Director from serving the corporation in 
any other capacity and receiving compensation therefor.

      Section 10.  Presumption of Assent.  A Director of the corporation 
who is present at a meeting of the Board of Directors at which action on 
any corporate matter is taken shall be presumed to have assented to the 
action taken unless his dissent shall be entered in the minutes of the 
meeting, or unless he shall file his written dissent to such action with 
the person acting as the secretary of the meeting before the adjournment 
thereof, or shall forward such dissent by registered mail to the 
Secretary of the corporation immediately after the adjournment of the 
meeting.  Such right to dissent shall not apply to a director who voted 
in favor of such action.


                               ARTICLE IV
                    Special Measures Applying to Both
                    Shareholder and Director Meetings

      Section 1.  Actions by Written Consent.  Any corporate action 
required or permitted by the Articles of Incorporation, Bylaws, or the 
laws under which the corporation is formed, to be voted upon or approved 
at a duly called meeting of the Directors, committee of Directors, or 
shareholders may be accomplished without a meeting if one or more 
unanimous written consents of the respective Directors or shareholders, 
setting forth the actions so taken, shall be signed, either before or 
after the action taken, by all the Directors, committee members or 
shareholders, as the case may be.  Action taken by unanimous written 
consent of the Directors or a committee of the Board of Directors is 
effective when the last Director or committee member signs the consent, 
unless the consent specifies a later effective date.  Action taken by 
unanimous written consent of the shareholders is effective when all 
consents have been delivered to the corporation, unless the consent 
specifies a later effective date.


<PAGE>
      Section 2.  Meetings by Conference Telephone.  Members of the 
Board of Directors, members of a committee of Directors, or shareholders 
may participate in their respective meetings by means of a conference 
telephone or similar communications equipment by means of which all 
persons participating in the meeting can hear each other at the same 
time; participation in a meeting by such means shall constitute presence 
in person at such meeting.

      Section 3.  Written or Oral Notice.  Oral notice may be 
communicated in person, or by telephone, wire or wireless equipment, 
which does not transmit a facsimile of the notice.  Oral notice is 
effective when communicated.  Written notice may be transmitted by mail, 
private carrier, or personal delivery; telegraph or teletype; or 
telephone, wire or wireless equipment which transmits a facsimile of the 
notice.  Written notice to a shareholder is effective when mailed, if 
mailed with first class postage prepaid and correctly addressed to the 
shareholder's address shown in the corporation's current record of 
shareholders.  In all other instances, written notice is effective on 
the earliest of the following:  (a) when dispatched to the person's 
address, telephone number, or other number appearing on the records of 
the corporation by telegraph, teletype or facsimile equipment; (b) when 
received; (c) five days after deposit in the United States mail, as 
evidenced by the postmark, if mailed with first class postage, prepaid 
and correctly addressed; or (d) on the date shown on the return receipt, 
if sent by registered or certified mail, return receipt requested, and 
the receipt is signed by or on behalf of the addressee. In addition, 
notice may be given in any manner not inconsistent with the foregoing 
provisions and applicable law.


                               ARTICLE V
                               Officers

      Section 1.  Number.  The offices and officers of the corporation 
shall be as designated from time to time by the Board of Directors.  
Such offices may include a Chairman of the Board of Directors or two or 
more Co-Chairmen of the Board of Directors, a Vice Chairman or two or 
more Vice Chairmen, a President or two or more Co-Presidents, one or 
more Vice Presidents, a Secretary, a Treasurer and a Controller, Such 
other officers and assistant officers as may be deemed necessary may be 
elected or appointed by the Board of Directors.  Any two or more offices 
may be held by the same persons.

      Section 2.  Election and Term of Office.  The officers of the 
corporation to be elected by the Board of Directors shall be elected 
annually by the Board of Directors at the first meeting of the Board of 
Directors held after each annual meeting of shareholders.  If the 
election of officers shall not be held at such meeting, such election 
shall be held as soon thereafter as conveniently may be.  Each officer 
shall hold office until a successor shall have been duly elected and 
qualified, or until the officer's death or resignation, or the officer 
has been removed in the manner hereinafter provided.



<PAGE>
      Section 3.  Removal.  Any officer or agent may be removed by the 
Board of Directors whenever in its judgment, the best interests of the 
corporation will be served thereby, but such removal shall be without 
prejudice to the contract rights, if any, of the person so removed. 
Election or appointment of an officer or agent shall not of itself 
create contract rights.

      Section 4.  Vacancies.  A vacancy in any office because of death, 
resignation, removal, disqualification or otherwise, may be filled by 
the Board of Directors for the unexpired portion of the term.

      Section 5.  Chairman of the Board of Directors.  The Chairman or 
Co-Chairmen of the Board of Directors, subject to the authority of the 
Board of Directors, shall preside at meetings of shareholders, 
directors, and executive committee, and, together with the President and 
Co-Presidents, shall have general supervision and control over the 
business and affairs of the corporation.  The Chairman or a Co-Chairman 
may sign any and all documents, deeds, mortgages, bonds, contracts, 
leases, or other instruments in the ordinary course of business with or 
without the signature of a second corporate officer, may sign 
certificates for shares of the corporation with the Secretary or 
Assistant Secretary of the corporation and may sign any documents which 
the Board of Directors has authorized to be executed, except in cases 
where the signing and execution thereof shall be expressly delegated by 
the Board of Directors or by these Bylaws to some other officer or agent 
of the corporation, or shall be required by law to be otherwise signed 
or executed; and in general may perform all duties which are normally 
incident to the office of Chairman or President and such other duties, 
authority, and responsibilities as may be prescribed by the Board of 
Directors from time to time.

      Section 6.  President.  The President or Co-Presidents, together 
with the Chairman or Co-Chairmen of the Board of Directors, shall have 
general supervision and control over the business and affairs of the 
corporation subject to the authority of the Board of Directors.  The 
President or a Co-President may sign any and all documents, mortgages, 
bonds, contracts, leases, or other instruments in the ordinary course of 
business with or without the signature of a second corporate officer, 
may sign certificates for shares of the corporation with the Secretary 
or Assistant Secretary of the corporation, and may sign any documents 
which the Board of Directors has authorized to be executed, except in 
cases where the signing and execution thereof shall be expressly 
delegated by the Board of Directors or by these Bylaws to some other 
officer or agent of the corporation, or shall be required by law to be 
otherwise signed or executed; and in general shall perform all duties 
incident to the office of President and such other duties, authority, 
and responsibilities as may be prescribed by the Board of Directors from 
time to time.

      Section 7.	Vice Chairman.  In the absence of the Chairman and any 
Co-Chairman of the Board of Directors, or in the event of their death, 
inability or refusal to act, the Vice Chairmen, if any are designated, 
in the order indicated at the time of their appointment or, in the 
absence of any such indication, in the order of their appointment, shall 

<PAGE>
perform the duties of the Chairman of the Board of Directors and, when 
so acting, shall have all the powers and be subject to all the 
restrictions upon the Chairman of the Board of Directors.  The Vice 
Chairman may sign, with the Secretary or an Assistant Secretary, 
certificates for shares of the corporation and shall perform such other 
duties as, from time to time, may be assigned to the Vice Chairman by 
the Chairman or any Co-Chairman of the Board of Directors.

      Section 8.  The Vice President.  In the absence of the President 
and all Co-Presidents, or in the event of their death, inability or 
refusal to act, the Executive Vice President, if one is designated, and 
otherwise the Vice Presidents in the order designated at the time of 
their election or in the absence of any designation, then in the order 
of their election, shall perform the duties of the President and when so 
acting, shall have all the powers of and be subject to all the 
restrictions upon the President.  Any Vice President may sign, with the 
Secretary or an Assistant Secretary, certificates for shares of the 
corporation; and shall perform such other duties as from time to time 
may be assigned to the Vice President by the President or any Co-
President, or by the Board of Directors.

      Section 9.  The Secretary.  The Secretary shall:  (a) keep the 
minutes of the proceedings of the shareholders and of the Board of 
Directors in one or more books provided for that purpose; (b) see that 
all notices are duly given in accordance with the provisions of these 
Bylaws or as required by law; (c) be custodian of the corporate records 
and of the seal of the corporation and see that the seal of the 
corporation is affixed to all documents and the execution of which on 
behalf of the corporation under its seal is duly authorized; (d) keep a 
register of the post office address of each shareholder which shall be 
furnished to the Secretary by such shareholders; (e) sign with the 
President or a Co-President, or with a Vice President, certificates for 
shares of the corporation, or contracts, deeds or mortgages the issuance 
or execution of which shall have been authorized by resolution of the 
Board of Directors; (f) have general charge of the stock transfer books 
of the corporation subject to the authority delegated to a transfer 
agent or registrar if appointed; and (g) in general perform all duties 
incident to the office of Secretary and such other duties as from time 
to time may be assigned to the Secretary by the President or any Co-
President, or by the Board of Directors.

      Section 10.  The Treasurer.  The Treasurer shall:  (a) have charge 
and custody of and be responsible for all funds and securities of the 
corporation; (b) receive and give receipts for monies due and payable to 
the corporation from any source whatsoever, and deposit all such monies 
in the name of the corporation in such banks, trust companies or other 
depositories as shall be selected in accordance with the provisions of 
Article VII of these Bylaws; and (c) in general perform all of the 
duties incident to the office of Treasurer and such other duties as from 
time to time may be assigned to the Treasurer by the President or any 
Co-President, or by the Board of Directors.  If required by the Board of 
Directors, the Treasurer shall give a bond for the faithful discharge of 
his duties in such sum and with such surety or sureties as the Board of 
Directors shall determine.

<PAGE>
      Section 11.  Assistant Secretaries and Assistant Treasurers.  The 
Assistant Secretaries, when authorized by the Board of Directors, may 
sign with the President or a Co-President, or with a Vice President, 
certificates for shares of the corporation or contracts, deeds or 
mortgages, the issuance or execution of which shall have been authorized 
by a resolution of the Board of Directors.  The Assistant Treasurers 
shall respectively, if required by the Board of Directors, give bonds 
for the faithful discharge of their duties in such sums and with such 
sureties as the Board of Directors shall determine.  The Assistant 
Secretaries and Assistant Treasurers, in general, shall perform such 
duties as shall be assigned to them by the Secretary or the Treasurer, 
respectively, or by the President or any Co-President, or by the Board 
of Directors.

      Section 12.  The Controller.  The Controller shall report to the 
Treasurer and shall supervise and be responsible for daily operations of 
the Financial Department, accounts and account books of the corporation, 
all in the ordinary course of business.  The Controller shall also 
perform such other duties as may from time to time be assigned by the 
Treasurer, by the Chairman or Co-Chairman, by the President or any Co-
President, or by the Board of Directors.


                               ARTICLE VI
                           Executive Committee

      Section 1.  Appointment.  The Board of Directors by resolution 
adopted by a majority of the full Board, may designate two or more of 
its members to constitute an Executive Committee.  The designation of 
such committee and the delegation thereto of authority shall not operate 
to relieve the Board of Directors, or any member thereof, of any 
responsibility imposed by law.

      Section 2.  Authority.  The Executive Committee, when the Board of 
Directors is not in session, shall have and may exercise all of the 
authority of the Board of Directors except to the extent, if any, that 
such authority shall be limited by the resolution appointing the 
Executive Committee and except also that the Executive Committee shall 
not have the authority of the Board of Directors in reference to 
amending the Articles of Incorporation, adopting a plan of merger or 
consolidation, recommending to the shareholders the sale, lease or other 
disposition of all or substantially all of the property and assets of 
the corporation otherwise than in the usual and regular course of its 
business, recommending to the shareholders voluntary dissolution of the 
corporation or a revocation thereof, amending the Bylaws of the 
corporation or any other action prohibited by applicable law.

      Section 3.  Tenure and Qualifications.  Each member of the 
Executive Committee shall hold office until the next regular annual 
meeting of the Board of Directors following his designation and until 
his successor is designated as a member of the Executive Committee and 
is elected and qualified.



<PAGE>
      Section 4.  Meetings.  Regular meetings of the Executive Committee 
may be held without notice at such times and places as the Executive 
Committee may fix from time to time by resolution.  Special meetings of 
the Executive Committee may be called by any member thereof upon not 
less than one day's notice stating the place, date and hour of the 
meeting, which notice may be written or oral.  Any member of the 
Executive Committee may waive notice of any meeting and no notice of any 
meeting need be given to any member thereof who attends in person.  The 
notice of a meeting of the Executive Committee need not state the 
business proposed to be transacted at the meeting.

      Section 5.  Quorum.  A majority of the members of the Executive 
Committee shall constitute a quorum for the transaction of business at 
any meeting thereof and action of the Executive Committee must be 
authorized by the affirmative vote of a majority of the members present 
at a meeting at which a quorum is present.

      Section 6.  Vacancies.  Any vacancy in the Executive Committee may 
be filled by a resolution adopted by a majority of the full Board of 
Directors.

      Section 7.  Resignations and Removal.  Any member of the Executive 
Committee may be removed at any time with or without cause by resolution 
adopted by a majority of the full Board of Directors.  Any member of the 
Executive Committee may resign from the Executive Committee at any time 
by giving written notice to the Chairman (or any Co-Chairman), the 
President (or any Co-President), or to the Secretary, of the 
corporation, and unless otherwise specified therein, the acceptance of 
such resignation shall not be necessary to make it effective.

      Section 8.  Procedure.  The Executive Committee shall elect a 
presiding officer from its members and may fix its own rules of 
procedure which shall not be inconsistent with these Bylaw.  It shall 
keep regular minutes of its proceedings and report the same to the Board 
of Directors for its information at the meeting thereof held next after 
the proceedings shall have been taken.


                               ARTICLE VII
                  Contracts, Loans, Checks and Deposits

      Section 1.  Contracts.  The Board of Directors may authorize any 
officer or officers, agent or agents, to enter into any contract or 
execute and deliver any instrument in the name of and on behalf of the 
corporation, and such authority may be general or confined to specific 
instances.

      Section 2.  Loans.  No loans shall be contracted on behalf of the 
corporation and no evidences of indebtedness shall be issued in its name 
unless authorized by the Board of Directors. Such authority may be 
general or confined to specific instances.




<PAGE>
      Section 3.  Checks. Drafts. etc.  All checks, drafts or other 
orders for the payment of money, notes or other evidences of 
indebtedness issued in the name of the corporation, shall be signed by 
such officers, agent or agents of the corporation and in such manner as 
shall from time to time be determined by the Board of Directors.

      Section 4.  Deposits.  All funds of the corporation not otherwise 
employed shall be deposited from time to time to the credit of the 
corporation in such banks, trust companies or other depositories as the 
Board of Directors may select.

                              ARTICLE VIII
               Certificates for Shares and Their Transfer

      Section 1.  Certificates for Shares.  Certificates representing 
shares of the corporation shall be in such form as shall be determined 
by the Board of Directors.  Such certificates shall be signed by the 
Chairman (or any Co-Chairman), the President (or any Co-President) or a 
Vice President, and by the Secretary or an Assistant Secretary, and 
sealed with the corporate seal or a facsimile thereof.  The signatures 
of such officers upon a certificate may be facsimiles if the certificate 
is countersigned by a transfer agent, or registered by a registrar, 
other than the corporation itself or one of its employees.  If any 
officer who signed a certificate, either manually or in facsimile, no 
longer holds such office when the certificate is issued, the certificate 
is nevertheless valid.  All certificates for shares shall be 
consecutively numbered or otherwise identified.  The name and address of 
the person to whom the shares represented thereby are issued, with the 
number of shares and date of issue, shall be entered on the stock 
transfer books of the corporation.  All certificates surrendered to the 
corporation for transfer shall be canceled and no new certificate shall 
be issued until the former certificate for a like number of shares shall 
have been surrendered and canceled, except that in case of a lost, 
destroyed or mutilated certificate a new one may be issued therefor upon 
such terms and indemnity to the corporation as the Board of Directors 
may prescribe.

      Section 2.  Transfer of Shares.  Transfer of shares of the 
corporation shall be made only on the stock transfer books of the 
corporation by the holder of record thereof or by his legal 
representative, who shall furnish proper evidence of authority to 
transfer or by his attorney thereunto authorized by power of attorney 
duly executed and filed with the Secretary of the corporation, or with 
its transfer agent, if any, and on surrender for cancellation of the 
certificate for such shares.  The person in whose name shares stand on 
the books of the corporation shall be deemed by the corporation to be 
the owner thereof for all purposes.


                               ARTICLE IX
                               Fiscal Year

      The fiscal year of the corporation shall begin on the first day of 
February and end on the thirty-first day of January in each year.

<PAGE>
                               ARTICLE X
                               Dividends

      The Board of Directors may, from time to time, declare and the 
corporation may pay dividends on its outstanding shares in the manner, 
and upon the terms and conditions provided by law and its articles of 
incorporation.

                               ARTICLE XI
                             Corporate Seal

      The Board of Directors shall provide a corporate seal which shall 
be circular in form and shall have inscribed thereon the name of the 
corporation and the state of incorporation and the words, "Corporate 
Seal."

                               ARTICLE XII
           Indemnification of Directors, Officers, and Others

      Section 1.  Right to Indemnification.  Each person (including a 
person's personal representative) who was or is made a party or is 
threatened to be made a party to or is otherwise involved (including, 
without limitation, as a witness) in any threatened, pending, or 
completed action, suit or proceeding, whether civil, criminal, 
administrative, investigative or by or in the right of the corporation, 
or otherwise (hereinafter a "proceeding") by reason of the fact that he 
or she (or a person of whom he or she is a personal representative) is 
or was a director or officer of the corporation or, being or having been 
such a director or officer, is or was serving at the request of the 
corporation as a director, officer, partner, trustee, employee, agent or 
in any other relationship or capacity whatsoever, of any other foreign 
or domestic corporation, partnership, joint venture, employee benefit 
plan or trust or other trust, enterprise or other private or 
governmental entity, agency, board, commission, body or other unit 
whatsoever (hereinafter an "indemnitee"), whether the basis of such 
proceeding is alleged action or inaction in an official capacity as a 
director, officer, partner, trustee, employee, agent or in any other 
relationship or capacity whatsoever, shall be indemnified and held 
harmless by the corporation to the fullest extent not prohibited by the 
Washington Business Corporation Act, as the same exists or may hereafter 
be amended (but, in the case of any such amendment, only to the extent 
that such amendment does not prohibit the corporation from providing 
broader indemnification rights than prior to the amendment), against all 
expenses, liabilities, and losses (including but not limited to 
attorneys' fees, judgments, claims, fines, ERISA and other excise and 
other taxes and penalties, and other adverse effects and amounts paid in 
settlement), reasonably incurred or suffered by the indemnitee; 
provided, however, that no such indemnity shall indemnify any person 
from or on account of acts or omissions of such person finally adjudged 
to be intentional misconduct or a knowing violation of law, or from or 
on account of conduct of a director finally adjudged to be in violation 
of RCW 23B.08.310, or from or on account of any transaction with respect 
to which it was finally adjudged that such person personally received a 
benefit in money, property, or services to which the person was not 

<PAGE>
legally entitled; and further provided, however, that except as provided 
in Section 2 of this Article with respect to suits relating to rights to 
indemnification, the corporation shall indemnify any indemnitee in 
connection with a proceeding (or part thereof) initiated by the 
indemnitee only if such proceeding (or part thereof) was authorized by 
the Board of Directors of the corporation.

      The right to indemnification granted in this Article is a contract 
right and includes the right to payment by, and the right to receive 
reimbursement from, the corporation of all expenses as they are incurred 
in connection with any proceeding in advance of its final disposition 
(hereinafter an "advance of expenses"); provided, however, that an 
advance of expenses received by an indemnitee in his or her capacity as 
a director or officer (and not in any other capacity in which service 
was or is rendered by such indemnitee unless required by the Board of 
Directors) shall be made only upon (i) receipt by the corporation of a 
written undertaking (hereinafter an "undertaking") by or on behalf of 
such indemnitee, to repay advances of expenses if and to the extent it 
shall ultimately be determined by order of a court having jurisdiction 
(which determination shall become final upon expiration of all rights to 
appeal), hereinafter a "final adjudication", that the indemnitee is not 
entitled to be indemnified for such expenses under this Article, and 
(ii) receipt by the corporation of written affirmation by the indemnitee 
of his or her good faith belief that he or she has met the standard of 
conduct applicable (if any) under the Washington Business Corporation 
Act necessary for indemnification by the corporation under this Article.

      Section 2.  Right of Indemnitee to Bring Suit.  If any claim for 
indemnification under Section 1 of this Article is not paid in full by 
the corporation within sixty days after a written claim has been 
received by the corporation, except in the case of a claim for an 
advance of expenses, in which case the applicable period shall be twenty 
days, the indemnitee may at any time thereafter bring suit against the 
corporation to recover the unpaid amount of the claim.  If the 
indemnitee is successful in whole or in part in any such suit, or in any 
suit in which the corporation seeks to recover an advance of expenses, 
the corporation shall also pay to the indemnitee all the indemnitee's 
expenses in connection with such suit.  The indemnitee shall be presumed 
to be entitled to indemnification under this Article upon the 
corporation's receipt of indemnitee's written claim (and in any suits 
relating to rights to indemnification where the required undertaking and 
affirmation have been received by the corporation), and thereafter the 
corporation shall have the burden of proof to overcome that presumption.  
Neither the failure of the corporation (including its Board of 
Directors, independent legal counsel, or shareholders) to have made a 
determination prior to other commencement of such suit that the 
indemnitee is entitled to indemnification, nor an actual determination 
by the corporation (including its Board of Directors, independent legal 
counsel or shareholders) that the indemnitee is not entitled to 
indemnification, shall be a defense to the suit or create a presumption 
that the indemnitee is not so entitled.  It shall be a defense to a 
claim for an amount of indemnification under this Article (other than a 
claim for advances of expenses prior to final disposition of a 
proceeding where the required undertaking and affirmation have been 

<PAGE>
received by the corporation) that the claimant has not met the standards 
of conduct applicable (if any) under the Washington Business Corporation 
Act to entitle the claimant to the amount claimed, but the corporation 
shall have the burden of proving such defense.  If requested by the 
indemnitee, determination of the right to indemnity and amount of 
indemnity shall be made by final adjudication (as defined above) and 
such final adjudication shall supersede any determination made in 
accordance with RCW 23B.08.550.

      Section 3.  Non-Exclusivity of Rights.  The rights to 
indemnification (including, but not limited to, payment, reimbursement 
and advances of expenses) granted in this Article shall not be exclusive 
of any other powers or obligations of the corporation or of any other 
rights which any person may have or hereafter acquire under any statute, 
the common law, the corporation's Articles of Incorporation or Bylaws, 
agreement, vote of shareholders or disinterested directors, or 
otherwise.  Notwithstanding any amendment to or repeal of this Article, 
any indemnitee shall be entitled to indemnification in accordance with 
the provisions hereof with respect to any acts or omissions of such 
indemnitee occurring prior to such amendment or repeal.

      Section 4.  Insurance, Contracts and Funding.  The corporation may 
purchase and maintain insurance, at its expense, to protect itself and 
any person (including a person's personal representative) who is or was 
a director, officer, employee or agent of the corporation or who is or 
was a director, officer, partner, trustee, employee, agent, or in any 
other relationship or capacity whatsoever, of any other foreign or 
domestic corporation, partnership, joint venture, employee benefit plan 
or trust or other trust, enterprise or other private or governmental 
entity, agency, board, commission, body or other unit whatsoever, 
against any expense, liability or loss, whether or not the power to 
indemnify such person against such expense, liability or loss is now or 
hereafter granted to the corporation under the Washington Business 
Corporation Act.  The corporation may enter into contracts granting 
indemnity, to any such person whether or not in furtherance of the 
provisions of this Article, and may create trust funds, grant security 
interests and use other means (including, without limitation, letters of 
credit) to secure and ensure the payment of indemnification amounts.

      Section 5.  Indemnification of Employees and Agents.  The 
corporation may, by action of the Board of Directors, provide 
indemnification and pay expenses in advance of the final disposition of 
a proceeding to employees and agent of the corporation with the same 
scope and effect as the provisions of this Article with respect to the 
indemnification and advancement of expenses of directors and officers of 
the corporation or pursuant to rights granted under, or provided by, the 
Washington Business Corporation Act or otherwise.

      Section 6.  Separability of Provisions.  If any provision or 
provisions of this Article shall be held to be invalid, illegal or 
unenforceable for any reason whatsoever (i) the validity, legality and 
enforceability of the remaining provisions of this Article (including 
without limitation, all portions of any sections of this Article 
containing any such provision held to be invalid, illegal or 

<PAGE>
unenforceable, that are not themselves invalid, illegal or 
unenforceable) shall not in any way be affected or impaired thereby, and 
(ii) to the fullest extent possible, the provisions of this Article 
(including, without limitation, all portions of any paragraph of this 
Article containing any such provision held to be invalid, illegal or 
unenforceable, that are not themselves invalid, illegal or 
unenforceable) shall be construed so as to give effect to the intent 
manifested by the provision held invalid, illegal or unenforceable.

      Section 7.  Partial Indemnification.  If an indemnitee is entitled 
to indemnification by the corporation for some or a portion of expenses, 
liabilities or losses, but not for the total amount thereof, the 
corporation shall nevertheless indemnify the indemnitee for the portion 
of such expenses, liabilities and losses to which the indemnitee is 
entitled.

      Section 8.  Successors and Assigns.  All obligations of the 
corporation to indemnify any indemnitee:  (i) shall be binding upon all 
successors and assigns of the corporation (including any transferee of 
all or substantially all of its assets and any successor by merger or 
otherwise by operation of law), (ii) shall be binding on and inure to 
the benefit of the spouse, heirs, personal representatives and estate of 
the indemnitee, and (iii) shall continue as to any indemnitee who has 
ceased to be a director, officer, partner, trustee, employee or agent 
(or other relationship or capacity).


                              ARTICLE XIII
                           Books and Records

      Section 1.  Books of Accounts, Minutes and Share Register.  The 
corporation shall keep as permanent records minutes of all meetings of 
its shareholders and Board of Directors, a record of all actions taken 
by the shareholders or Board of Directors without a meeting, and a 
record of all actions taken by a committee of the Board of Directors 
exercising the authority of the Board of Directors on behalf of the 
corporation.  The corporation shall maintain appropriate accounting 
records.  The corporation or its agent shall maintain a record of its 
shareholders, in a form that permits preparation of a list of the names 
and addresses of all shareholders, in alphabetical order showing the 
number and class of shares held by each.  The corporation shall keep a 
copy of the following records at its principal office:  the Articles or 
Restated Articles of Incorporation and all amendments currently in 
effect; the Bylaws or Restated Bylaws and all amendments currently in 
effect; the minutes of all shareholders' meetings, and records of all 
actions taken by shareholders without a meeting, for the past three 
years; its financial statements for the past three years, including 
balance sheets showing in reasonable detail the financial condition of 
the corporation as of the close of each fiscal year, and an income 
statement showing the results of its operations during each fiscal year 
prepared on the basis of generally accepted accounting principles or, if 
not, prepared on a basis explained therein; all written communications 
to shareholders generally within the past three years; a list of the 
names and business addresses of its current directors and officers; and 

<PAGE>
its most recent annual report delivered to the Secretary of State of 
Washington.

      Section 2.  Copies of Resolutions.  Any person dealing with the 
corporation may rely upon a copy of any of the records of the 
proceedings, resolutions, or votes of the Board of Directors or 
shareholders, when certified by the Chairman (or any Co-Chairman), 
President (or any Co-President) or Secretary.


                              ARTICLE XIV
                          Amendment of Bylaws

      These Bylaws may be amended, altered, or repealed by the 
affirmative vote of a majority of the full Board of Directors at any 
regular or special meeting of the Board of Directors.