<PAGE> 
                               UNITED STATES 
                     SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549 
 
                                 FORM 10-K 
 
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 
 
    For the fiscal year ended January 31, 1996 
 
/ / 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 office)  (Zip code) 
 
   Registrant's telephone number, including area code:  206-628-2111 
 
     Securities registered pursuant to Section 12(b) of the Act: 
                               None 
 
     Securities registered pursuant to Section 12(g) of the Act: 
 
                   Common Stock, without par value 
                 ____________________________________ 
                           (Title of class) 
 
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 / / 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the  
best of Registrant's knowledge, in definitive proxy or information statements  
incorporated by reference in Part III of this Form 10-K or any amendment to  
this Form 10-K.  /X/ 
 
 
 
 
 
 
                                    1 of 14 

<PAGE> 
On March 19, 1996, 81,294,822 shares of common stock were outstanding, and  
the aggregate market value of those shares (based upon the closing price as  
reported by NASDAQ) held by non-affiliates was approximately $2.5 billion.  
 
 
                   Documents Incorporated by Reference:  
Portions of Nordstrom, Inc. 1995 Annual Report to Shareholders  
    (Parts I, II and IV) 
Portions of Proxy Statement for 1996 Annual Meeting of Shareholders  
    (Part III) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    2 of 14 

<PAGE> 

                                 PART I 
 

Item 1.  Business. 
- ------------------ 
 
Nordstrom, Inc. (the "Company") was incorporated in the State of Washington in 
1946 as successor to a retail shoe business started in 1901. As of January 31, 
1996, the Company operates 58 large specialty stores in Alaska, California,  
Illinois, Indiana, Maryland, Minnesota, New Jersey, New York, Oregon, Utah,  
Virginia, and Washington, selling a wide selection of apparel, shoes and 
accessories for women, men and children. 
 
The Company also operates eighteen stores under the name "Nordstrom Rack" and  
one clearance store which serve as outlets for clearance merchandise from the  
Company's large specialty stores.  The Racks also purchase merchandise  
directly from manufacturers.  The Racks are located in California, Illinois,  
Maryland, Oregon, Pennsylvania, Utah, Virginia, and Washington.  
 
The Company also operates a men's specialty store in New York and leased shoe  
departments in twelve department stores in Hawaii and Guam.  In addition, the  
Company operates a Direct Sales Division which commenced operations in January  
1994 with the mailing of its first catalog. 
 
In March 1996, the Company opened two new large specialty stores in King of  
Prussia, Pennsylvania and Dallas, Texas, and will open a Rack in Northbrook, 
Illinois in April, and two additional stores in Troy, Michigan and Denver, 
Colorado, in August to complete the Company's planned new store opening 
schedule for 1996.  In 1997, three large specialty stores are planned to open 
in Long Island, New York; West Hartford, Connecticut and Beachwood, Ohio, and 
a Rack is planned to open in Bellevue, Washington. 
 
The Company regularly employs on a full or part-time basis an average of  
approximately 37,000 employees.  Due to the seasonal nature of the Company's  
business, the number increased to approximately 43,500 employees in July for  
the Company's anniversary sale, and in December for the Christmas selling 
season. 
 
The Company's business is highly competitive.  Its stores compete with other  
national, regional and local retail establishments within its operating areas  
which carry similar lines of merchandise, including department stores, 
specialty stores, boutiques and mail order businesses.  The Company  
believes the principal methods of competing in its industry include customer 
service, value, fashion, advertising, store location and depth of selection. 
 
Certain other information required under Item 1 is contained within the  
following sections of the Company's 1995 Annual Report to Shareholders, which  
sections are incorporated by reference herein from Exhibit 13.1 of this  
report: 
 

           Management Discussion and Analysis 
           Note 1 in Notes to Consolidated Financial Statements 
           Note 12 in Notes to Consolidated Financial Statements  
           Retail Store Facilities 
 
 
 
 
 
 
                                    3 of 14 

<PAGE> 
Executive Officers of the Registrant 
- ------------------------------------ 

<TABLE> 
<CAPTION> 
                                               Officer 
       Name          Age      Title             Since      Family Relationship 
- -------------------- ---  -----------------    -------     ------------------- 
<S>                  <C>  <C>                  <C>     <C> 
Jammie Baugh         42   Executive Vice        1990              None 
                           President 
 
Gail A. Cottle       44   Executive Vice        1985              None 
                           President 
 
Joseph V. Demarte    44   Vice President        1990              None 
 
John A. Goesling     50   Executive Vice        1980              None 
                           President and Treasurer 
 
Jack F. Irving       51   Executive Vice        1980              None 
                           President 
 
Raymond A. Johnson   54   Co-Chairman of the    1976              None 
                           Board of Directors 
 
Blake W. Nordstrom   35   Co-President          1991    Brother of Erik B. and 
                                                          Peter E. Nordstrom 
 
Erik B. Nordstrom    32   Co-President          1995   Brother of Blake W. and 
                                                         Peter E. Nordstrom 
 
J. Daniel Nordstrom  33   Co-President          1995    Brother of William E. 
                                                              Nordstrom 
 
James A. Nordstrom   34   Co-President          1991   Cousin of J. Daniel and 
                                                         William E. Nordstrom 
 
Peter E. Nordstrom   33   Co-President          1995   Brother of Blake W. and 
                                                          Erik B. Nordstrom 
 
William E. Nordstrom 32   Co-President          1995     Brother of J. Daniel 
                                                              Nordstrom 
 
Cynthia C. Paur      45   Executive Vice        1983              None 
                           President 
 
John C. Walgamott    50   President of          1991              None 
                           Nordstrom Credit, Inc. 
                           and Nordstrom National 
                           Credit Bank 
 
John J. Whitacre     43   Co-Chairman of the    1989              None 
                           Board of Directors 
<FN> 
All of the above people that have not been officers for the past five years  
have been full-time employees of the Company during that period.  The officers  
are re-elected annually by the Board of Directors following each year's Annual  
Meeting.  Each officer is elected for a term of one year and until a successor  
is elected and qualifies. 
</TABLE>
 
 
                                    4 of 14 

<PAGE> 

I
tem 2.  Properties. 
- -------------------- 

<TABLE> 
The following table summarizes at January 31, 1996 the number of stores owned  
or operated by the Company and the percentage of total store area represented  
by each listed category: 
<CAPTION> 
                                     Number of     % of total store 
                                      stores        square footage 
                                     ---------     ---------------- 
         <S>                         <C>           <C> 
         Owned Stores                   20                26% 
         Leased Stores                  29                20 
         Owned on leased land           26                49 
         Partly owned & partly leased    3                 5 
                                     ---------     ---------------- 
                                        78               100% 
                                     =========     ================ 
</TABLE>
 
The Company also operates seven merchandise distribution centers, five of  
which are owned and two of which are leased. The Company leases its principal  
offices in Seattle, Washington, and owns an office building in the Denver,  
Colorado metropolitan area which serves as the principal offices of Nordstrom  
Credit, Inc. and Nordstrom National Credit Bank. 
 
Certain other information required under this item is included in the  
following sections of the Company's 1995 Annual Report to Shareholders, which  
sections are incorporated by reference herein from Exhibit 13.1 of this 
report:  
 
           Note 6 in Notes to Consolidated Financial Statements 
           Retail Store Facilities 
 
 

Item 3.  Legal Proceedings. 
- --------------------------- 
 
The Company is not involved in any material pending legal proceedings, other  
than routine litigation in the ordinary course of business.  
 
 

Item 4.  Submission of Matters to a Vote of Security Holders. 
- ------------------------------------------------------------- 
         None 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    5 of 14 

<PAGE> 
 

                                PART II 
 

Item 5.  Market for Registrant's Common Equity and Related Stockholder 
         Matters. 
- ---------------------------------------------------------------------- 
 
The Company's Common Stock, without par value, is traded in the over-the-  
counter market and is quoted daily by NASDAQ. The approximate number of  
holders of Common Stock as of March 19, 1996 was 72,600. 
 
Certain other information required under this Item with respect to stock  
prices and dividends is included in the following sections of the Company's  
1995 Annual Report to Shareholders, which sections are incorporated by  
reference herein from Exhibit 13.1 of this report: 
 
           Financial Highlights 
           Stock Trading 
           Consolidated Statements of Shareholders' Equity 
           Note 8 in Notes to Consolidated Financial Statements 
           Note 13 in Notes to Consolidated Financial Statements 
 
 

Item 6.  Selected Financial Data. 
- --------------------------------- 
 
The information required under this item is included in the following section  
of the Company's 1995 Annual Report to Shareholders, which section is  
incorporated by reference herein from Exhibit 13.1 of this report: 
 
           Ten-Year Statistical Summary 
 
 

Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations. 
- ------------------------------------------------------------------------ 
 
The information required under this item is included in the following section  
of the Company's 1995 Annual Report to Shareholders, which section is  
incorporated by reference herein from Exhibit 13.1 of this report: 
 
           Management Discussion and Analysis 
 
 

Item 8.  Financial Statements and Supplementary Data. 
- ----------------------------------------------------- 
 
The information required under this item is included in the following sections  
of the Company's 1995 Annual Report to Shareholders, which sections are  
incorporated by reference herein from Exhibit 13.1 of this report: 
 
           Consolidated Statements of Earnings 
           Consolidated Balance Sheets 
           Consolidated Statements of Shareholders' Equity 
           Consolidated Statements of Cash Flows 

           Notes to Consolidated Financial Statements 

           Independent Auditors' Report 
 
 
                                    6 of 14 

<PAGE> 
 

I
tem 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure. 
- ------------------------------------------------------------------------ 
         None 
 
 

                                PART III 
 

Item 10. Directors and Executive Officers of the Registrant. 
- ------------------------------------------------------------ 
 
The information required under this item with respect to the Company's  
Directors and compliance with Section 16(a) of the Exchange Act is included in  
the following sections of the Company's Proxy Statement for its 1996 Annual  
Meeting of Shareholders, which sections are incorporated by reference herein  
and will be filed within 120 days after the end of the Company's fiscal year:  
 
           Election of Directors 
           Compliance with Section 16(a) of the Exchange Act of 1934 
 
The information required under this item with respect to the Company's  
Executive Officers is incorporated by reference from Part I, Item 1 of this  
report under "Executive Officers of the Registrant". 
 
 

Item 11. Executive Compensation. 
- -------------------------------- 
 
The information required under this item is included in the following sections  
of the Company's Proxy Statement for its 1996 Annual Meeting of Shareholders,  
which sections are incorporated by reference herein and will be filed within  
120 days after the end of the Company's fiscal year: 
 
           Compensation of Executive Officers in the Year Ended 
              January 31, 1996 

           Compensation and Stock Option Committee Report on Fiscal Year 
              1995 Executive Compensation 
           Stock Price Performance 
           Compensation of Directors 
           Compensation Committee Interlocks and Insider Participation 
 

Item 12. Security Ownership of Certain Beneficial Owners and Management. 
- ------------------------------------------------------------------------ 
 
The information required under this item is included in the following section  
of the Company's Proxy Statement for its 1996 Annual Meeting of Shareholders,  
which section is incorporated by reference herein and will be filed within  
120 days after the end of the Company's fiscal year: 
 
           Principal Shareholders 
 
 
 
 
 
 
 
 
                                    7 of 14 

<PAGE> 
 

Item 13. Certain Relationships and Related Transactions. 
- -------------------------------------------------------- 
 
The information required under this item is included in the following sections 
of the Company's Proxy Statement for its 1996 Annual Meeting of Shareholders, 
which sections are incorporated by reference herein and will be filed within 
120 days after the end of the Company's fiscal year: 
 
         Election of Directors 
         Compensation Committee Interlocks and Insider Participation 
 
 

                                PART IV 
 

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. 
- -------------------------------------------------------------------------- 
(a)1.    Financial Statements 
         -------------------- 
 
The following consolidated financial information and statements of  
Nordstrom, Inc. and its subsidiaries and the Independent Auditors' Report are  
incorporated by reference herein from Exhibit 13.1 of this report: 
 
         Consolidated Statements of Earnings 
         Consolidated Balance Sheets 
         Consolidated Statements of Shareholders' Equity 
         Consolidated Statements of Cash Flows 

         Notes to Consolidated Financial Statements 
         Independent Auditors' Report 
 
(a)2.    Financial Statement Schedules 
         ----------------------------- 
 
                                                                    Page 
                                                                    ---- 
         Independent Auditors' Consent and Report on Schedule        13 
         II - Valuation and Qualifying Accounts                      14 
 
         Other schedules for which provision is made in Regulation S-X are not  
         required, are inapplicable, or the information is included in the  
         Company's 1995 Annual Report to Shareholders as incorporated by  
         reference herein from Exhibit 13.1 of this report. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    8 of 14 

<PAGE> 
 
(a)3. Exhibits 
      -------- 
 
     (3.1)  Articles of Incorporation of the Registrant are hereby  
            incorporated by reference from the Registrant's Form 10-K for the  
            year ended January 31, 1990, Exhibit A. 
 
     (3.2)  By-laws of the Registrant, as amended, are filed herein as an  
            Exhibit. 
 
     (4.1)  The Indenture between Nordstrom Credit, Inc. (a wholly-owned  
            subsidiary of the Registrant) and First Interstate Bank of  
            Denver, N.A., as successor trustee, dated November 15, 1984, the  
            First Supplement thereto dated January 15, 1988, the Second  
            Supplement thereto dated June 1, 1989 and the Third Supplement  
            thereto dated October 19, 1990 are hereby incorporated by  
            reference from Registration No. 33-3765, Exhibit 4.2; Registration  
            No. 33-19743, Exhibit 4.2; Registration No. 33-29193, Exhibit 4.3;  
            and the Nordstrom Credit, Inc. Annual Report on Form 10-K (SEC  
            File No. 0-12994) for the year ended January 31, 1991, Exhibit  
            4.2, respectively. 
 
            Securities authorized under each of any other long-term debt  
            instruments of the Company or its subsidiaries do not exceed 10%  
            of the consolidated total assets of the Company and its  
            subsidiaries.  The Company will furnish a copy of any such long-  
            term debt instrument or agreement to the Commission upon request. 
 
      (4.2) Trustee Resignation of First Interstate Bank of Washington, N.A.  
            dated March 13, 1995 is hereby incorporated by reference from the  
            Registrant's Form 10-K for the year ended January 31, 1995, 
            Exhibit 4.2. 
 
      (4.3) Trustee Acceptance of First Interstate Bank of Denver, N.A. dated  
            March 13, 1995 is hereby incorporated by reference from the 
            Registrant's Form 10-K for the year ended January 31, 1995, 
            Exhibit 4.3. 
 
     (10.1) Operating Agreement dated August 30, 1991 between Nordstrom  
            Credit, Inc. and Nordstrom National Credit Bank is hereby  
            incorporated by reference from the Nordstrom Credit, Inc.  
            Quarterly Report on Form 10-Q (SEC File No. 0-12994) for the  
            quarter ended July 31, 1991, Exhibit 10.1, as amended.  
 
     (10.2) Merchant Agreement dated August 30, 1991 between Registrant and  
            Nordstrom National Credit Bank is hereby incorporated by reference  
            from the Registrant's Quarterly Report on Form 10-Q for the  
            quarter ended July 31, 1991, Exhibit 10.1. 
 
     (10.3) The 1987 Nordstrom Stock Option Plan is hereby incorporated by  
            reference from the Registrant's Proxy Statement for the 1987  
            Annual Meeting of Shareholders. 
 
     (10.4) The Nordstrom Supplemental Retirement Plan is hereby incorporated  
            by reference from the Registrant's Form 10-K for the year ended  
            January 31, 1993, Exhibit 10.3. 
 
 
                                    9 of 14 

<PAGE> 
(a)3. Exhibits (continued) 
      -------------------- 
 
     (10.5) The 1993 Non-Employee Director Stock Incentive Plan is hereby  
            incorporated by reference from the Registrant's Form 10-K for the  
            year ended January 31, 1994, Exhibit 10.4. 
 
     (10.6) Investment Agreement dated October 8, 1984 between the Registrant  
            and Nordstrom Credit, Inc. is hereby incorporated by reference  
            from the Nordstrom Credit, Inc. Form 10, Exhibit 10.1.  
 
     (10.7) Operating Agreement for VISA Accounts and Receivables dated May 1,  
            1994 between Nordstrom Credit, Inc. and Nordstrom National Credit  
            Bank is hereby incorporated by reference from Registration No.  
            33-55905, Exhibit 10.1. 
 
     (13.1) The Company's 1995 Annual Report to Shareholders is filed herein  
            as an Exhibit. 
 
     (21.1) List of the Registrant's Subsidiaries is filed herein as an  
            Exhibit. 
 
     (23.1) Independent Auditors' Consent and Report on Schedule is on page 13  
            of this report. 
 
     (27.1) Financial Data Schedule is filed herein as an Exhibit.  
 
      All other exhibits are omitted because they are not applicable, not  
      required, or because the required information is included in the  
      Company's 1995 Annual Report to Shareholders.  
 
(b)   Reports on Form 8-K 
      ------------------- 
 
No reports on Form 8-K were filed during the last quarter of the period  
for which this report is filed. 
 
 

 
                              Signatures 
 
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. 
 
 
      NORDSTROM, INC. 
         (Registrant) 
                              
                             /s/                       John A. Goesling 
Date   March 29, 1996     by __________________________________________ 
     ____________________                              John A. Goesling 
                                 Executive Vice President and Treasurer 
                            (Principal Accounting and Financial Officer) 
 
 
 
 
 
 
                                    10 of 14 

<PAGE> 
Pursuant to the requirements of the Securities Exchange Act of 1934, this  
report has been signed below by the following persons on behalf of the  
Registrant and in the capacities and on the date indicated. 
 
Principal Accounting and 
Financial Officer: 
 
/s/            John A. Goesling 
_______________________________ 
               John A. Goesling 
       Executive Vice President 
                  and Treasurer 
 
Co-Presidents: 
 
/s/          Blake W. Nordstrom        /s/           James A. Nordstrom 
_______________________________        ________________________________ 
             Blake W. Nordstrom                      James A. Nordstrom 
                   Co-President                            Co-President 
 
/s/           Erik B. Nordstrom        /s/           Peter E. Nordstrom 
_______________________________        ________________________________ 
              Erik B. Nordstrom                      Peter E. Nordstrom 
                   Co-President                            Co-President 
 
/s/         J. Daniel Nordstrom        /s/         William E. Nordstrom 
_______________________________        ________________________________ 
            J. Daniel Nordstrom                    William E. Nordstrom 
                   Co-President                            Co-President 
 
Directors: 
 
/s/            Philip M. Condit        /s/           Bruce A. Nordstrom 
_______________________________        ________________________________ 
               Philip M. Condit                      Bruce A. Nordstrom 
                       Director                                Director 
 
/s/          D. Wayne Gittinger        /s/            John N. Nordstrom 
_______________________________        ________________________________ 
             D. Wayne Gittinger                       John N. Nordstrom 
                       Director                                Director 
 
/s/            John F. Harrigan        /s/        Alfred E. Osborne Jr. 
_______________________________        ________________________________ 
               John F. Harrigan                   Alfred E. Osborne Jr. 
                       Director                                Director 
 
/s/          Raymond A. Johnson        /s/       William D. Ruckelshaus 
_______________________________        ________________________________ 
             Raymond A. Johnson                  William D. Ruckelshaus 
       Co-Chairman and Director                                Director 
 
/s/            Charles A. Lynch       /s/   Elizabeth Crownhart Vaughan 
_______________________________       _________________________________ 
               Charles A. Lynch             Elizabeth Crownhart Vaughan 
                       Director                                Director 
 
 
 
                                    11 of 14 

<PAGE> 
Directors: (continued) 
 
 
/s/           Ann D. McLaughlin        /s/             John J. Whitacre 
_______________________________        ________________________________ 
              Ann D. McLaughlin                        John J. Whitacre 
                       Director                Co-Chairman and Director 
 
/s/            John A. McMillan 
_______________________________ 
               John A. McMillan 
                       Director 
 
Principal Executive Officers: 
 
/s/          Raymond A. Johnson        /s/             John J. Whitacre 
_______________________________        ________________________________ 
             Raymond A. Johnson                        John J. Whitacre 
       Co-Chairman and Director                Co-Chairman and Director 
 
 
 
 
 
 
 
 
 
Date             March 29, 1996 
    ___________________________ 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    12 of 14 

<PAGE> 

                               Exhibit 23.1 
 

            INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE 
 
 
 
Shareholders and Board of Directors 
Nordstrom, Inc. 
 
We consent to the incorporation by reference in Registration Statements Nos.  
33-18321 and 2-81695 of Nordstrom, Inc. on Form S-8 of our reports dated  
March 8, 1996 appearing in and incorporated by reference in this Annual  
Report on Form 10-K of Nordstrom, Inc. and subsidiaries for the year ended  
January 31, 1996. 

 
We have audited the consolidated financial statements of Nordstrom, Inc. and  
subsidiaries as of January 31, 1996 and 1995, and for each of the three years  
in the period ended January 31, 1996, and have issued our report thereon dated  
March 8, 1996; such financial statements and report are included in your 1995  
Annual Report to Shareholders and are incorporated herein by reference. Our  
audits also included the consolidated financial statement schedule of  
Nordstrom, Inc. and subsidiaries, listed in Item 14(a)2. This financial  
statement schedule is the responsibility of the Company's management. Our  
responsibility is to express an opinion based on our audits. In our opinion,  
such consolidated financial statement schedule, when considered in relation  
to the basic consolidated financial statements taken as a whole, presents  
fairly in all material respects the information set forth therein.  
 
 
 
Deloitte & Touche LLP 
March 29, 1996 
Seattle, Washington 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    13 of 14 

<PAGE> 
                     NORDSTROM, INC. AND SUBSIDIARIES 
 
              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS 
 
                         (Dollars in thousands) 

<TABLE> 
<CAPTION> 
       Column A             Column B     Column C      Column D    Column E 
      ----------           ----------   ----------   ----------   --------- 
 
                                        Additions    Deductions 
                                        ----------   ---------- 
                                                      Account 
                           Balance at   Charged to   write-offs    Balance 
                           beginning    costs and      net of     at end of 
Description                of period    expenses     recoveries    period 
- -----------                ----------   ----------   ----------   --------- 
<S>  <C>                   <C>          <C>          <C>          <C> 
Allowance for doubtful accounts: 
 
Year ended: 
 
  January 31, 1994            $23,969      $25,713      $26,537     $23,145 
 
  January 31, 1995            $23,145      $20,219      $20,406     $22,958 
 
  January 31, 1996            $22,958      $39,589      $33,154     $29,393 
</TABLE>
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    14 of 14 

<PAGE> 
NORDSTROM INC. AND SUBSIDIARIES 

<TABLE> 

Exhibit Index 
<CAPTION> 
Exhibit                                          Method of Filing 
- -------                                          ---------------- 
<S>   <C>                                        <C> 
 
 3.1  Articles of Incorporation                  Incorporated by reference  
                                                   from the Registrant's Form  
                                                   10-K for the year ended  
                                                   January 31, 1990,  
                                                   Exhibit A. 
 
 3.2  By-laws, as amended                        Filed herewith electronically  
 
 4.1  Indenture between Nordstrom Credit,        Incorporated by reference  
        Inc. and First Interstate Bank of          from Registration  
        Denver, N.A., as successor trustee,        No. 33-3765, Exhibit 4.2; 
        dated November 15, 1984, the First         Registration No. 33-19743, 
        Supplement thereto dated January 15,       Exhibit 4.2; Registration 
        1988, the Second Supplement thereto        No. 33-29193, Exhibit 4.3; 
        dated June 1, 1989 and the Third           and the Nordstrom Credit, 
        Supplement thereto dated October 19,       Inc. Annual Report on Form 
        1990                                       10-K (SEC File No. 0-12994)  
                                                   for the year ended January  
                                                   31, 1991, Exhibit 4.2,  
                                                   respectively. 
 
 4.2  Trustee Resignation of First Interstate    Incorporated by reference 
        Bank of Washington, N.A. dated March 13,   from the Registrant's Form 
        1995                                       10-K for the year ended 
                                                   January 31, 1995, 
                                                   Exhibit 4.2. 
 
 4.3  Trustee Acceptance of First Interstate     Incorporated by reference 
        Bank of Denver, N.A. dated March 13,       from the Registrant's Form 
        1995                                       10-K for the year ended 
                                                   January 31, 1995, 
                                                   Exhibit 4.3. 
 
10.1  Operating Agreement dated August 30, 1991  Incorporated by reference  
        between Nordstrom Credit, Inc. and         from the Nordstrom Credit, 
        Nordstrom National Credit Bank             Inc. Quarterly Report on  
                                                   Form 10-Q (SEC File No.  
                                                   0-12994) for the quarter  
                                                   ended July 31, 1991,  
                                                   Exhibit 10.1, as amended. 
 
10.2  Merchant Agreement dated August 30, 1991   Incorporated by reference  
        between Registrant and Nordstrom           from the Registrant's  
        National Credit Bank                       Quarterly Report on Form 
                                                   10-Q for the quarter ended 
                                                   July 31, 1991, Exhibit  
                                                   10.1. 
 
10.3  1987 Nordstrom Stock Option Plan           Incorporated by reference 
                                                   from the Registrant's Proxy 
                                                   Statement for the 1987  
                                                   Annual Meeting of  
                                                   Shareholders. 

<PAGE> 
Exhibit Index (continued) 
 
 
10.4  Nordstrom Supplemental Retirement Plan     Incorporated by reference 
                                                   from the Registrant's Form  
                                                   10-K for the year ended  
                                                   January 31, 1993, Exhibit  
                                                   10.3. 
 
10.5  1993 Non-Employee Director Stock           Incorporated by reference 
        Incentive Plan                             from the Registrant's Form  
                                                   10-K for the year ended  
                                                   January 31, 1994, Exhibit  
                                                   10.4. 
 
10.6  Investment Agreement dated October 8,      Incorporated by reference 
        1984 between the Registrant and            from the Nordstrom Credit, 
        Nordstrom Credit, Inc.                     Inc. Form 10, Exhibit 10.1. 
 
10.7  Operating Agreement for VISA Accounts      Incorporated by reference 
        and Receivables dated May 1, 1994          from Registration No. 33- 
        between Nordstrom Credit, Inc. and         55905, Exhibit 10.1. 
        Nordstrom National Credit Bank 
 
13.1  1995 Annual Report to Shareholders         Filed herewith electronically 
 
21.1  Subsidiaries of the Registrant             Filed herewith electronically 
 
23.1  Independent Auditors' Consent 
        and Report on Schedule                   Filed herewith electronically 
 
27.1  Financial Data Schedule                    Filed herewith electronically 
 



</TABLE>






<PAGE> 

Exhibit 3.2 
                                 BYLAWS 
                                   OF 
                             NORDSTROM, INC. 
 
                 (Amended and Restated as of June 19, 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 Chairman (or any Co-Chairman) or 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. 
 
 
 
 
 
 
 

<PAGE> 
      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  
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. 
 
 
 
 

<PAGE> 
      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  
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. 
 
 
 
 
 
 
 
 
 
 

<PAGE> 
      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. 
 
      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. 
 
 
 
 

<PAGE> 
                               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. 
 
      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. 
 
 
 
 
 
 

<PAGE> 
                               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 or two or more Co-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 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. 
 
      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.  The Chairman or Co-Chairmen, subject to the 
authority of the Board of Directors, shall preside at meetings of 
shareholders and Directors 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. 
 
 
 

<PAGE> 
      Section 6.  President.  The President or Co-Presidents, together  
with the Chairman or Co-Chairmen, shall have general supervision and  
control over the business and affairs of the corporation subject to the 
authority of the Chairman or Co-Chairmen and the Board of Directors.  If 
the Board of Directors appoint two or more Co-Presidents, the  
Co-Presidents shall, without further action or appointment by the Board 
of Directors, occupy the Office of the President, the members of which 
shall each have the authority and duties as set forth in this Section.  
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 Chairman or 
Co-Chairmen or the Board of Directors from time to time. 
 
      Section 7.  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 of 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 8.  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- 
 

<PAGE> 
President, or by the Board of Directors. 
 
      Section 9.  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. 
 
      Section 10.  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 11.  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  
 

<PAGE> 
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. 
 
      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. 
 
 
 

<PAGE> 
                               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. 
 
      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  
 

<PAGE> 
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. 
 
                               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  
 

<PAGE> 
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  
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,  
 

<PAGE> 
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  
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  
 

<PAGE> 
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  
 
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  
 

<PAGE> 
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  
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.




<PAGE>
EXHIBIT 13.1
PORTIONS OF THE 1995 ANNUAL REPORT TO SHAREHOLDERS


FINANCIAL HIGHLIGHTS

<TABLE>
Dollars in thousands except per share amounts
<CAPTION>
                            Fiscal Year 1995     Fiscal Year 1994     % Change
                            --------------------------------------------------
<S>                         <C>                  <C>                  <C>
Net sales                         $4,113,517           $3,894,478         +5.6
Earnings before income taxes         272,312              335,558        -18.8
Net earnings                         165,112              202,958        -18.6
Net earnings per share                  2.02                 2.47        -18.2
Cash dividends paid per share           .500                 .385        +29.9
</TABLE>



STOCK TRADING

<TABLE>
<CAPTION>
                            Fiscal Year 1995               Fiscal Year 1994
                            -----------------------------------------------
                             High       Low                 High       Low
<S>                         <C>         <C>                <C>         <C>
First Quarter                45 1/4     36 1/4              44 1/2     34
Second Quarter               44 3/4     35                  45 3/4     38 3/4
Third Quarter                43         36 5/8              49 3/4     37
Fourth Quarter               43 3/8     37                  49 1/2     39 1/2
</TABLE>


Nordstrom, Inc. common stock is traded over-the-counter and quoted daily in
leading financial publications.  NASDAQ Symbol -- Nobe.


Graph - Net Sales
The vertical bar graph compares net sales for the past ten years.  Beginning
with the most recent fiscal year on the left, net sales (dollars are in
millions) were as follows:  1995-$4,114; 1994-$3,894; 1993-$3,590; 1992-$3,422;
1991-$3,180; 1990-$2,894; 1989-$2,671; 1988-$2,328; 1987-$1,920; and 1986-
$1,630.


Graph - Net Earnings
The vertical bar graph compares net earnings for the past ten years.  Beginning
with the most recent fiscal year on the left, net earnings (dollars in
millions) were as follows:
  1995-$165.1; 1994-$203.0; 1993-$140.4; 1992-$136.6
1991-$135.8; 1990-$115.8; 1989-$114.9; 1988-$123.3; 1987-$92.7; and 1986-
$72.9.














                                     Nordstrom, Inc. and Subsidiaries  Page 3

<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

The following discussion and analysis gives a more detailed review of the past 
three years, as well as additional information on future commitments and 
trends.  This discussion and analysis should be read in conjunction with the 
basic consolidated financial statements and the Ten-Year Statistical Summary.

Sales

Sales have increased to record levels in each of the past three years.  The 
percentage change by year is as follows:

<TABLE>
<CAPTION>
Fiscal Year                                  1995           1994           1993
- -------------------------------------------------------------------------------
<S>                                         <C>             <C>            <C>
Sales in comparable stores
  (open at least fourteen months)           (0.7%)          4.4%           2.7%
Sales in new stores                          6.3%           4.1%           2.2%
                                            -----           ----           ----
Total percentage increase                    5.6%           8.5%           4.9%
                                            =====           ====           ====
</TABLE>


After steadily increasing rates of sales gains in comparable stores in 1994 
and 1993, sales in comparable stores declined in 1995.  This was due to 
slowing consumer demand for apparel and sales decreases at several stores in 
the Company's Chicago and New Jersey markets resulting from new store openings 
in those markets.

Sales in new stores includes sales from the Company's own direct mail catalogs 
as well as sales from stores open less than fifteen months.  The direct mail 
catalog division, which started in 1994, contributed a .8% increase in sales 
for that year and a 1.8% increase for 1995.  The Company has also continued to 
expand its store base over the past several years with new store openings. 
These new stores are generally not as productive as the Company's average 
store because customer base and traffic patterns are developed over time. 
As a result, sales growth from these new stores does not match the increase 
in average square footage over the past several years.

There has been little, if any, inflation in overall merchandise prices during 
the past several years.  The change in the retail prices of apparel, shoes, 
and accessories as measured by the Bureau of Labor Statistics on an overall 
basis was 1% for 1993, -1% for 1994, and 1% for 1995.  Management believes 
that these statistics are the best available measure of the effect of 
inflation on the Company's selling prices.


Graph - Percentage of 1995 Sales by Merchandise Category
The pie chart depicts each merchandise category and its percent of total 
sales.  Clockwise:  Shoes - 20%; Men's Apparel and Furnishings - 17%; 
Children's Apparel and Accessories - 4%; Other - 2%; Women's Apparel - 37%; 
and Women's Accessories - 20%.  The caption below the graph reads, "Sales by 
major merchandise category have changed only slightly over the past several 
years."








Page 12  Nordstrom, Inc. and Subsidiaries

<PAGE>

MANAGEMENT AND DISCUSSION AND ANALYSIS

Costs and Expenses

As a result of increased sales, the total amount of costs and expenses has 
increased in each year.  As a percentage of sales, total costs and expenses 
were 93.6% in 1993, 91.4% in 1994, and 93.4% in 1995.  Unless otherwise 
indicated, the changes discussed below are stated as a percentage of sales 
as shown on page 16.

Cost of sales and related buying and occupancy costs fluctuate as a percentage
of sales primarily because of changes in the cost of sales component.  With 
the changes in merchandise styles and selections from season to season, cost 
of sales, and therefore the merchandise gross margin, can fluctuate up and 
down.  In 1993, the merchandise gross margin decreased because of softness in 
demand for women's apparel.  During 1994, the merchandise margin improved 
dramatically because of higher than anticipated sales increases and 
implementation of part of the Company's new inventory management system.  
Nearly all categories of merchandise had higher margins, but women's apparel 
showed the greatest improvement following the low level in 1993.  In 1995, the
merchandise gross margin decreased because of excess inventory levels as 
sales did not meet expectations.

Buying costs increased each year as the Company spent more to develop its own 
merchandise brands and to develop and implement a new inventory management 
system.  Occupancy costs increased in 1995 as a result of new store openings 
and remodeling of older stores.

Selling, general and administrative expenses decreased in 1993 primarily 
because of a reduction in bad debts.  Bad debts continued to decline in 1994. 
Medical plan benefits also decreased in 1994 as a result of changes to the 
plan implemented by the Company.  These decreases were offset by costs incurred
in the startup of the Company's direct mail catalog division and a higher 
contribution to the Company's profit sharing plan.  In 1995, selling, general 
and administrative expenses increased for several reasons.  Expenses in 
comparable stores continued to increase while sales declined.  In addition, 
bad debts increased primarily as a result of the growth of the Company's Visa 
credit card program, and the direct mail catalog division continued to incur 
high operating costs.

In 1993, interest expense decreased because of lower short-term interest rates 
and reductions in debt outstanding.  During 1994, interest expense decreased as
more interest was capitalized on projects under construction.  Interest expense
increased in 1995 because of higher borrowings to finance the Company's 
customer accounts receivable balances.

Other income in 1993 was impacted by two separate events.  The Company paid 
substantially all the claims in settlement of a class-action lawsuit by the 
end of 1993, and the resulting adjustment of a previously established reserve 
amount increased other income in the fourth quarter of 1993 by $4.5 million 
($.03 per share after income taxes).  Also, in the fourth quarter of 1993, 
other income was reduced by $5 million ($.04 per share after income taxes) for 
expenses and property losses resulting from an earthquake in Southern 
California.  The Company does not carry earthquake insurance in California 
because of its high cost.

In 1995, other income increased primarily due to an increase in service charge 
income because of higher levels of customer accounts receivable outstanding 
during the year.




                                     Nordstrom, Inc. and Subsidiaries  Page 13

<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

During 1993, cash provided by operating activities exceeded cash used in 
investing activities as shown on page 19.  The Company used this excess cash 
flow to reduce total debt outstanding.  The Company incurred additional 
indebtedness in both 1994 and 1995 as the Company increased its spending on 
new store construction and its investment in customer accounts receivable.

The Company believes that operating working capital (net working capital less
short-term investments plus notes payable and the current portion of long-term 
debt) is a more appropriate measure of the Company's on-going working capital 
requirements than net working capital because it eliminates the effect of 
changes in the levels of short-term investments and borrowings.  These levels 
can vary each year depending on financing activities.  The Company's operating 
working capital has fluctuated as shown below:

<TABLE>
<CAPTION>
Fiscal Year                                    1995           1994           1993
- ---------------------------------------------------------------------------------
<S>                                      <C>              <C>            <C>
Operating working capital (in thousands) $1,068,923       $843,924       $745,040
Percentage change from prior year             26.7%          13.3%          (2.7%)
Net sales/average operating
  working capital                               3.9            4.6            4.8
</TABLE>

In 1993, operating working capital decreased because of reduced customer 
accounts receivable.  Credit sales on the Company's credit card decreased, 
reflecting more cautious use of credit by consumers in general and increased 
competition from third-party cards.  In 1994, customer accounts receivable 
increased because the Company commenced its own Visa credit card program. 
The increase in customer accounts receivable along with higher merchandise 
inventories caused operating working capital to increase.  In 1995, the 
Company increased its investment in customer accounts receivable through 
continued promotion of its Visa card program and reducing the minimum payment 
on its proprietary credit card.  This also caused operating working capital 
to increase.  The Company does not expect customer accounts receivable to 
continue growing at the same rate in 1996; however, with the growth in the 
Company's Visa credit card program, the Company expects future operating 
working capital requirements to increase over historical levels.

Graph - Investing and Operating Cash Flows
The vertical bar graph compares cash provided by operating activities and cash
used in investing activities for each year, for the past ten years.  Dollars
are in millions.

<TABLE>
<CAPTION>
                   Cash used       Cash provided
                 in investing       by operating
Year              activities         activities
- ----             ------------      -------------
<S>              <C>               <C>
1995                   $254.0             $121.9
1994                   $246.9             $231.8
1993                   $132.7             $262.1
1992                   $ 71.9             $235.6
1991                   $147.2             $154.0
1990                   $200.7             $148.1
1989                   $168.7             $122.2
1988                   $153.4             $ 46.0
1987                   $128.3             $ 87.7
1986                   $ 69.8             $115.0
</TABLE>

Page 14  Nordstrom, Inc. and Subsidiaries

<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

Liquidity and Capital Resources (continued)

The Company has spent $642 million during the last three years to add new 
stores and facilities and to improve existing stores and facilities.  Over 
1.5 million square feet of selling space has been added during this time 
period, representing an increase of 16%.  Most of the new stores have been 
constructed by the Company on land that it owns or leases under long-term 
agreements, thus providing a strong basis for future operations.

The Company plans to spend over $750 million on capital projects during the 
next three years, with over $100 million allocated to the refurbishment of 
existing stores.  Although the Company has made commitments for stores to be 
opening in 1996 and beyond, it is possible that some stores may not be opened 
as scheduled because of environmental and land use regulations and the 
difficulties encountered by shopping center developers in securing financing. 
Management believes that the Company's current financial strength provides 
the resources necessary to maintain its existing stores and the flexibility 
to take advantage of new store opportunities.

With the decrease in the Company's debt to capital ratio that occurred over 
the previous five years, the Board of Directors approved a $100 million common 
stock repurchase program in May of 1995.  Through the end of 1995, the Company 
spent $50 million to repurchase outstanding shares of its common stock. 
Depending upon the price of the Company's shares and operating results, 
management expects to complete this program in 1996.

The anticipated growth of the Company's operations will require some external 
capital in the next three years.  Most of these external capital requirements 
will be funded with additional long- and short-term debt issued by the 
Company's captive finance subsidiary.  Management believes that the expansion 
of the Company's operations over the next several years will not significantly
increase its debt to capital percentage.

Graph - Square Footage by Market Area at end of 1995
The pie chart shows the percent of total square feet in each region and also 
gives the number of square feet for that region.  Clockwise:  Washington, 
12.9%, 1,383,000; Other, 1.3%, 145,000; Midwest, 11.0%, 1,174,000; Oregon, 
7.7%, 823,000; Utah, 3.3%, 357,000; Southern California, 25.1%, 2,687,000;
Northern California, 16.6%, 1,772,000; Capital, 11.6%, 1,243,000; and 
Northeast, 10.5%, 1,129,000.





















                                     Nordstrom, Inc. and Subsidiaries  Page 15

<PAGE>

CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
Dollars in thousands except per share amounts

                                            % of                % of                % of  
Year ended January 31,               1996   sales        1995   sales        1994   sales
- -----------------------------------------------------------------------------------------
<S>                            <C>          <C>    <C>          <C>    <C>          <C>
Net Sales                      $4,113,517   100.0  $3,894,478   100.0  $3,589,938   100.0
                               ----------------------------------------------------------

Costs and Expenses:

  Cost of sales and related
    buying and occupancy        2,806,250    68.2   2,599,553    66.7   2,469,304    68.8

  Selling, general and
    administrative              1,120,790    27.2   1,023,347    26.3     940,579    26.2

  Interest, net                    39,295     1.0      30,664      .8      37,646     1.1

  Service charge income
    and other, net               (125,130)   (3.0)    (94,644)   (2.4)    (88,509)   (2.5)

                               ----------------------------------------------------------
Total Costs and Expenses        3,841,205    93.4   3,558,920    91.4   3,359,020    93.6
                               ----------------------------------------------------------
Earnings before income taxes      272,312     6.6     335,558     8.6     230,918     6.4
Income taxes                      107,200     2.6     132,600     3.4      90,500     2.5
                               ----------------------------------------------------------
Net Earnings                   $  165,112     4.0  $  202,958     5.2  $  140,418     3.9
                               ==========================================================

Net Earnings per share              $2.02               $2.47               $1.71
                               ==========================================================

Cash dividends paid per share        $.50               $.385                $.34
                               ==========================================================


<FN>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
</TABLE>



















Page 16  Nordstrom, Inc. and Subsidiaries

<PAGE>

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
Dollars in thousands
January 31,                                        1996                     1995
- --------------------------------------------------------------------------------
<S>                                          <C>                      <C>
Assets

Current Assets:

  Cash and cash equivalents                  $   24,517               $   32,497
  Accounts receivable, net                      893,927                  675,891
  Merchandise inventories                       626,303                  627,930
  Prepaid income taxes and other                 68,029                   61,395
                                             -----------------------------------
Total Current Assets                          1,612,776                1,397,713

Property, buildings and equipment, net        1,103,298                  984,195
Other assets                                     16,545                   14,875
                                             -----------------------------------
Total Assets                                 $2,732,619               $2,396,783
                                             ===================================



Liabilities and Shareholders' Equity

Current Liabilities:

  Notes payable                              $  232,501               $   87,388

  Accounts payable                              277,584                  273,084
  Accrued salaries, wages, and taxes            185,540                  190,501
  Accrued expenses                               47,834                   40,990
  Accrued income taxes                           14,644                   22,524
  Current portion of long-term debt              74,210                   75,967
                                             -----------------------------------
Total Current Liabilities                       832,313                  690,454

Long-term debt                                  365,733                  297,943
Deferred lease credits and other
  deferred items                                111,601                   64,586
Shareholders' Equity                          1,422,972                1,343,800
                                             -----------------------------------
Total Liabilities and Shareholders' Equity   $2,732,619               $2,396,783
                                             ===================================


<FN>
The accompanying Notes to Consolidated Financial Statements are an integral 
part of these statements.
</TABLE>












                                     Nordstrom, Inc. and Subsidiaries  Page 17

<PAGE>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Dollars in thousands except per share amounts
Year ended January 31,                            1996          1995          1994
- ----------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>
Common Stock

Authorized 250,000,000 shares; issued and
  outstanding 81,113,144, 82,244,098 and
  82,059,128 shares
Balance at beginning of year                $  163,334    $  157,374    $  155,439
Issuance of common stock                         5,106         5,960         1,935
                                            --------------------------------------
Balance at end of year                         168,440       163,334       157,374
                                            --------------------------------------


Retained Earnings

Balance at beginning of year                 1,180,466     1,009,130       896,592
Net earnings                                   165,112       202,958       140,418
Cash dividends paid ($.50, $.385, and $.34
  per share)                                   (41,001)      (31,622)      (27,880)
Purchase and retirement of common stock        (50,045)          -             -   
                                            ---------------------------------------
Balance at end of year                       1,254,532     1,180,466     1,009,130
                                            ---------------------------------------
Total Shareholders' Equity                  $1,422,972    $1,343,800    $1,166,504
                                            ======================================


<FN>
The accompany Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>



























Page 18  Nordstrom, Inc. and Subsidiaries

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Dollars in thousands
Year ended January 31,                               1996            1995            1994
- -----------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>
Operating Activities

Net earnings                                     $165,112        $202,958        $140,418
Adjustments to reconcile net earnings
  to net cash provided by operating
  activities:
    Depreciation and amortization                 134,347         110,789         103,466
    Change in:
      Accounts receivable, net                   (218,036)        (89,450)         16,757
      Merchandise inventories                       1,627         (42,328)        (48,863)
      Prepaid income taxes and other               (6,634)         (9,746)           (878)
      Accounts payable                              4,500           9,029          43,879
      Accrued salaries, wages, and taxes           (4,961)         33,554          (1,081)
      Accrued expenses                              6,844           4,996           4,853
      Income tax liabilities                      (12,621)         (4,518)          3,540
      Deferred lease credits                       51,756          16,558               2
                                                 ----------------------------------------
Net cash provided by operating activities         121,934         231,842         262,093
                                                 ----------------------------------------

Investing Activities

Additions to property, buildings and
  equipment, net                                 (252,876)       (248,608)       (124,403)
Other, net                                         (1,103)          1,660          (8,306)
                                                 ----------------------------------------
Net cash used in investing activities            (253,979)       (246,948)       (132,709)
                                                 ----------------------------------------

Financing Activities

Increase in notes payable                         145,113          47,051           2,018
Proceeds from issuance of long-term debt, net     140,859          49,656               -
Principal payments on long-term debt              (75,967)       (114,664)        (43,371)
Proceeds from issuance of common stock              5,106           5,960           1,935
Cash dividends paid                               (41,001)        (31,622)        (27,880)
Purchase and retirement of common stock           (50,045)              -               -
                                                 ----------------------------------------
Net cash provided by (used in) financing
  activities                                      124,065         (43,619)        (67,298)
                                                 ----------------------------------------
Net (decrease) increase in cash 
  and cash equivalents                             (7,980)        (58,725)         62,086
Cash and cash equivalents at beginning of year     32,497          91,222          29,136
                                                 ----------------------------------------
Cash and cash equivalents at end of year         $ 24,517        $ 32,497        $ 91,222
                                                 ========================================


<FN>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
</TABLE>




                                     Nordstrom, Inc. and Subsidiaries  Page 19

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollars in thousands except per share amounts

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company:  Nordstrom, Inc. is a fashion specialty retailer offering a wide 
selection of high quality apparel, shoes and accessories for women, men and 
children, principally through 58 large specialty stores and 19 clearance 
stores.  All of the Company's stores are located in the United States, with 
approximately 40% of its retail square footage located in the state of 
California.

The Company purchases a significant percentage of its merchandise from foreign
countries, principally from the Far East.  Any event causing a disruption in 
imports from the Far East could have a material adverse impact on the Company's
operations.

In connection with the purchase of foreign merchandise, the Company has 
outstanding letters of credit totaling $61,822 at January 31, 1996.

Basis of Presentation:  The Consolidated Financial Statements include the 
accounts of Nordstrom, Inc. and its subsidiaries.  All significant intercompany
transactions and accounts are eliminated in consolidation.

The presentation of financial statements in conformity with Generally Accepted
Accounting Principles requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses in 
the accompanying financial statements.  Actual results could differ from those
estimates.

Merchandise Inventories:  Merchandise inventories are stated at the lower of 
cost (first-in, first-out basis) or market, using the retail method.

Property, Buildings and Equipment:  Straight-line and accelerated methods are
applied in the calculation of depreciation and amortization.

Lives used for calculating depreciation and amortization rates for the
principal asset classifications are as follows:  buildings, 10 to 40 years;
store fixtures and equipment, three to 15 years; leasehold improvements, life
of lease or applicable shorter period.

Store Preopening Costs:  Store opening and preopening costs are charged to 
expense when incurred.

Capitalization of Interest:  The interest carrying costs of facilities being 
constructed are capitalized during their construction period based on the 
Company's weighted average borrowing rate.

Earnings per Share:  Earnings per share are computed on the basis of the 
weighted average number of common shares outstanding during the year.  Average
shares outstanding were 81,919,625, 82,144,079, and 82,003,407 in 1995, 1994 
and 1993.

Cash Equivalents:  The Company considers all short-term investments with a
maturity at date of purchase of three months or less to be cash equivalents.
The carrying amount approximates fair value because of the short maturity of 
these instruments.

Customer Accounts Receivable:  In accordance with trade practices, installments
maturing in more than one year or deferred payment accounts receivable are 
included in current assets.



<PAGE>
Cash Management:  The Company's cash management system provides for the 
reimbursement of all major bank disbursement accounts on a daily basis.  
Accounts payable at January 31, 1996 and 1995 include $16,760 and $29,223 of
checks drawn in excess of cash balances not yet presented for payment.

Deferred Lease Credits:  Deferred lease credits are amortized on a 
straight-line basis over the life of the applicable lease.

Derivatives:  The Company limits its use of derivative financial instruments
to the management of well-defined foreign currency and interest rate risks.  
The effect of these activities is not material to the Company's financial 
condition or results of operations.  The Company has no off-balance sheet 
credit risk, and the fair value of derivative financial instruments at 
January 31, 1996 and 1995 is not material.

Reclassifications:  Certain reclassifications of prior year balances have been
made for consistent presentation.

NOTE 2:  EMPLOYEE BENEFITS

The Company provides a profit sharing plan for employees.  The plan is fully 
funded by the Company and is non-contributory except for employee contributions
made under Section 401(k) of the Internal Revenue Code.  Under this provision,
the Company provides matching contributions up to a stipulated percentage of
employee contributions.  The Company contribution is established each year by
the Board of Directors and totaled $40,000, $44,000 and $35,500 in 1995, 1994,
and 1993.





































Page 20  Nordstrom, Inc. and Subsidiaries

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3:  INTEREST EXPENSE

The components of interest expense are as follows:

<TABLE>
<CAPTION>
Year ended January 31,                      1996          1995          1994
- ----------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>
Nordstrom, Inc.
  Short-term debt                        $    69       $    69       $    46
  Long-term debt                           8,635        10,780        12,830

Nordstrom Credit, Inc.
  Short-term debt                         10,184         5,085         2,361
  Long -term debt                         27,788        23,161        25,543
                                         -----------------------------------
Total interest incurred                   46,676        39,095        40,780
Less: Interest income                     (2,204)       (2,416)       (1,624)
      Capitalized interest                (5,177)       (6,015)       (1,510)
                                         -----------------------------------
Interest, net                            $39,295       $30,664       $37,646
                                         ===================================
</TABLE>


NOTE 4:  INCOME TAXES

Income taxes consist of the following:

<TABLE>
<CAPTION>
Year ended January 31,                      1996          1995          1994
- ----------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>
Current income taxes:
  Federal                               $ 94,855      $118,558       $77,231
  State and local                         19,649        23,986        16,149
                                        ------------------------------------
Total current income taxes               114,504       142,544        93,380
                                        ------------------------------------
Deferred income taxes:
  Current                                 (3,339)      (10,113)         (648)
  Non-current                             (3,965)          169        (2,232)
                                        ------------------------------------
Total deferred income taxes               (7,304)       (9,944)       (2,880)
                                        ------------------------------------
Total income taxes                      $107,200      $132,600       $90,500
                                        ====================================
</TABLE>

A reconciliation of the statutory Federal income tax rate with the effective
tax rate is as follows:

<TABLE>
<CAPTION>
Year ended January 31,                      1996          1995          1994
- ----------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>
Statutory rate                             35.00%        35.00%        35.00%
State and local income taxes,
  net of Federal income taxes               4.39          4.39          4.41
Other, net                                 (0.03)         0.11         (0.21)
                                           ---------------------------------
Effective tax rate                         39.36%        39.50%        39.20%
                                           ==================================
</TABLE>



<PAGE>
(Note 4 continued)

Deferred income taxes result from temporary differences in the timing of 
recognition of revenue and expenses for tax and financial statement reporting
as follows:

<TABLE>
<CAPTION>
Year ended January 31,                      1996          1995          1994
- ----------------------------------------------------------------------------
<S>                                      <C>            <C>           <C>
Tax basis depreciation                   ($2,620)       $  521        $  740
Accrued expenses                          (4,833)       (4,416)       (2,850)
Other                                        149        (6,049)         (770)
                                         -----------------------------------
Total deferred income taxes              ($7,304)      ($9,944)      ($2,880)
                                         ===================================
</TABLE>

These items comprise substantially all of the deferred tax asset and liability
balances.

NOTE 5:  ACCOUNTS RECEIVABLE

The components of accounts receivable are as follows:

<TABLE>
<CAPTION>
January 31,                                               1996          1995
- ----------------------------------------------------------------------------
<S>                                                   <C>           <C>
Customers                                             $903,496      $678,673
Other                                                   19,824        20,176
Allowance for doubtful accounts                        (29,393)      (22,958)
                                                      ----------------------
Accounts receivable, net                              $893,927      $675,891
                                                      ======================
</TABLE>

Credit risk with respect to accounts receivable is concentrated in the 
geographic regions in which the Company operates stores.  At January 31, 1996
and 1995, approximately 50% of the Company's receivables were concentrated in
California.  Concentration of the remaining receivables is considered to be
limited due to their geographical dispersion.

Bad debt expense totaled $39,589, $20,219 and $25,713 in 1995, 1994, and 1993.





















                                     Nordstrom, Inc. and Subsidiaries  Page 21

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6:  PROPERTY, BUILDINGS AND EQUIPMENT

Property, buildings and equipment consist of the following (at cost):

<TABLE>
<CAPTION>
January 31,                                               1996          1995
- ----------------------------------------------------------------------------
<S>                                                 <C>           <C>
Land and land improvements                          $   42,814    $   42,355
Buildings                                              448,596       423,342
Leasehold improvements                                 642,295       550,412
Store fixtures and equipment                           672,887       565,605
                                                    ------------------------
                                                    $1,806,592    $1,581,714
Less accumulated depreciation
  and amortization                                    (838,812)     (746,712)
                                                    ------------------------
                                                       967,780       835,002
Construction in progress                               135,518       149,193
                                                    ------------------------
Property, buildings and
  equipment, net                                    $1,103,298    $  984,195
                                                    ========================
</TABLE>

At January 31, 1996 the Company has contractual commitments of approximately
$52,745 for construction of new stores.

At January 31, 1996, the net book value of property located in California is
approximately $320,265.  The Company does not carry earthquake insurance in
California because of its high cost.

NOTE 7:  NOTES PAYABLE

A summary of notes payable is as follows:

<TABLE>
<CAPTION>
Year ended January 31,                      1996          1995          1994
- ----------------------------------------------------------------------------
<S>                                     <C>           <C>           <C>
Average daily short-term borrowings     $173,343      $106,092      $ 76,779
Maximum amount outstanding               303,072       209,605       117,023
Weighted average interest rate:
  During the year                           5.9%          4.9%          3.1%
  At year-end                               5.5%          6.0%          3.1%
</TABLE>

At January 31, 1996, Nordstrom Credit, Inc. has an unsecured line of credit
with a group of commercial banks totaling $300,000 which is available as
liquidity support for short-term debt, and expires in June 2000.  Nordstrom
Credit, Inc. pays commitment fees for the line in lieu of compensating
balance requirements.

The carrying amount of notes payable approximates fair value because of the
short maturity of these instruments.










<PAGE>
NOTE 8:  LONG-TERM DEBT

A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
January 31,                                               1996          1995
- ----------------------------------------------------------------------------
<S>                                                   <C>           <C>
Senior notes, 8.875%, due 1998                        $ 50,000      $100,000
Medium-term notes,
  Nordstrom Credit, Inc.,
  7.83%-9.6%, due 1996-2001                            226,000       209,000
Notes payable,
  Nordstrom Credit, Inc.,
  6.7%, due 2005                                       100,000             -
Sinking fund debentures,
  Nordstrom Credit, Inc.,
  9.375%, due 2016, payable in
  annual installments of $3,750
  beginning in 1997                                     43,100        43,100
Other                                                   20,843        21,810
                                                      ----------------------
Total long-term debt                                   439,943       373,910
Less current portion                                   (74,210)      (75,967)
                                                      ----------------------
Total due beyond one year                             $365,733      $297,943
                                                      ======================
</TABLE>

The senior note agreements contain restrictive covenants which, among other
things, restrict dividends to shareholders to a formula amount.  At 
January 31, 1996, approximately $722,580 of retained earnings is not
restricted.

Aggregate principal payments on long-term debt are as follows:  1996-$74,210;
1997-$55,053; 1998-$105,183; 1999-$5,076; and 2000-$47,023.

The fair value of long-term debt, estimated using quoted market prices of the
same or similar issues with the same remaining maturity, is approximately 
$478,000 and $381,000 at January 31, 1996 and 1995.

In February 1996, the Company prepaid $43,100 of Nordstrom Credit, Inc. sinking
fund debentures at a premium of $1,965.






















Page 22  Nordstrom, Inc. and Subsidiaries

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9:  LEASES

The Company leases land, buildings and equipment under noncancelable lease 
agreements with expiration dates ranging from 1996 to 2080.  Certain of the 
leases include renewal provisions at the Company's option.  Most of the leases 
provide for additional rentals based upon specific percentages of sales and 
require the Company to pay for certain other costs.

Future minimum lease payments as of January 31, 1996 are as follows:  
1996-$27,857; 1997-$26,997; 1998-$27,210; 1999-$26,713; 2000-$25,271; and 
thereafter-$212,787.

The following is a schedule of rent expense:

<TABLE>
<CAPTION>
Year ended January 31,                      1996          1995          1994
- ----------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>
Minimum rent:
  Store locations                        $15,864       $16,022       $14,899
  Office, warehouses and equipment        17,309        18,336        19,390
Contingent rent:
  Store location percentage rent          13,741        14,078        13,964
  Common area costs, taxes and other       9,831         9,032         8,692
                                         -----------------------------------
Total rent expense                       $56,745       $57,468       $56,945
                                         ===================================
</TABLE>


NOTE 10:  STOCK OPTIONS

The Company provides a stock option plan for certain key employees.  Options 
are issued at market value on the date of grant and become exercisable over a 
four-year period.  The number of shares reserved for future stock option grants
is 489,750.

The Company currently follows the provisions of Accounting Principles Board 
(APB) Opinion No. 25, under which no recognition of expense is required in 
accounting for its stock options.  In October 1995, the Financial Accounting 
Standards Board issued Statement No. 123, which allows the Company to elect to 
continue to follow the recognition and measurement provisions of APB Opinion 
No. 25, provided that it makes certain additional footnote disclosures.  The 
Company intends to make this election; therefore, adoption of Statement No. 123
in 1996 will require additional footnote disclosures, but will not result in 
additional expense recognition.


















<PAGE>
(Note 10 continued)

A summary of stock option activity follows:

<TABLE>
<CAPTION>
                                                          Range of prices
                                            Shares              per share
- -------------------------------------------------------------------------
<S>                                      <C>              <C>
Outstanding,
    February 1, 1993                     1,444,357                 $ 7-43
  Granted                                  450,950                  28-36
  Exercised                                (81,410)                  7-33
  Cancelled                                (81,433)                 22-43
                                         --------------------------------
Outstanding,
    January 31, 1994                     1,732,464                   7-43
  Granted                                  345,770                  44-48
  Exercised                               (182,662)                  7-43
  Cancelled                                (17,322)                 22-44
                                         --------------------------------
Outstanding, 
    January 31, 1995                     1,878,250                  13-48
  Granted                                  419,080                  39-42
  Exercised                               (154,366)                 13-36
  Cancelled                                (41,625)                 28-48
                                         --------------------------------
Outstanding,
    January 31, 1996                     2,101,339                 $22-48
                                         ================================
Exercisable,
    January 31, 1996                     1,139,638                 $22-48
                                         ================================
</TABLE>


NOTE 11:  SUPPLEMENTARY CASH FLOW INFORMATION

Supplementary cash flow information includes the following:

<TABLE>
<CAPTION>
Year ended January 31,                      1996          1995          1994
- ----------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>
Cash paid during the year for:
  Interest (net of capitalized
    interest)                           $ 42,248      $ 34,520       $41,122
  Income taxes                           121,212       146,590        86,485
</TABLE>

















                                     Nordstrom, Inc. and Subsidiaries  Page 23

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12:  CREDIT CARD AND FINANCING SUBSIDIARIES

Nordstrom National Credit Bank (the Bank), a wholly owned subsidiary of the 
Company, issues a credit card for use in Company stores, and in 1994 introduced
a VISA card.  Nordstrom Credit, Inc., also a wholly owned subsidiary, finances
all receivables generated through the use of these credit cards.  Servicing of 
the receivables is performed by the Bank.  At January 31, 1996 and 1995, net
VISA receivables total $204,736 and $85,211.

Condensed combined financial information of these subsidiaries is as follows:

<TABLE>
<CAPTION>
Year ended January 31,                      1996          1995          1994
- ----------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>
Service charge income                   $122,973      $ 92,591       $91,026
Other income                              14,799        12,525         5,086
                                        ------------------------------------
  Total revenue                         $137,772      $105,116       $96,112
                                        ====================================
Net earnings                            $ 23,835      $ 23,019       $22,209
                                        ====================================
</TABLE>


<TABLE>
<CAPTION>
January 31,                                               1996          1995
- ----------------------------------------------------------------------------
<S>                                                   <C>           <C>
Assets:
  Cash and cash equivalents                           $ 23,190      $ 24,286
  Accounts receivable, net                             873,893       655,427
  Other assets                                           8,126         7,650
                                                      ----------------------
Total assets                                          $905,209      $687,363
                                                      ======================


Liabilities and investment of Nordstrom, Inc.:
  Notes payable:
    Nordstrom, Inc.                                   $ 86,000      $148,000
    Other                                              232,501        87,388
  Accounts payable and
    accrued liabilities                                 14,988        21,091
  Long-term debt                                       369,100       252,100
  Investment of Nordstrom, Inc.                        202,620       178,784
                                                      ----------------------
Total liabilities and investment
  of Nordstrom, Inc.                                  $905,209      $687,363
                                                      ======================
</TABLE>














<PAGE>
NOTE 13:  SELECTED QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>
Year ended January 31, 1996  1st Quarter  2nd Quarter  3rd Quarter  4th Quarter      Total
- ------------------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>          <C>         <C>
Net sales                       $815,598   $1,149,239     $906,848   $1,241,832 $4,113,517
Gross profit                     261,864      369,455      294,564      381,384  1,307,267
Earnings before income taxes      45,677       89,065       48,542       89,028    272,312
Net earnings                      27,677       53,865       29,442       54,128    165,112
Earnings per share                   .34          .65          .36          .67       2.02
Dividends per share                0.125        0.125        0.125        0.125       0.50

Year ended January 31, 1995  1st Quarter  2nd Quarter  3rd Quarter  4th Quarter      Total
- ------------------------------------------------------------------------------------------
Net sales                       $762,062   $1,079,501     $861,968   $1,190,947 $3,894,478
Gross profit                     251,927      355,841      292,656      394,501  1,294,925
Earnings before income taxes      52,773      104,223       63,079      115,483    335,558
Net earnings                      31,973       63,023       38,079       69,883    202,958
Earnings per share                   .39          .77          .46          .85       2.47
Dividends per share                 .085          .10          .10          .10       .385
</TABLE>











































Page 24  Nordstrom, Inc. and Subsidiaries

<PAGE>

MANAGEMENT AND INDEPENDENT AUDITORS' REPORTS


REPORT OF MANAGEMENT

The accompanying consolidated financial statements, including the notes 
thereto, and the other financial information presented in this Annual Report 
have been prepared by management.  The financial statements have been prepared 
in accordance with generally accepted accounting principles and include 
amounts that are based upon our best estimates and judgments.  Management is 
responsible for the consolidated financial statements, as well as the other 
financial information in this Annual Report.

The Company maintains an effective system of internal accounting control.  We 
believe that this system provides reasonable assurance that transactions are 
executed in accordance with management authorization, and that they are 
appropriately recorded, in order to permit preparation of financial statements 
in conformity with generally accepted accounting principles and to adequately 
safeguard, verify and maintain accountability of assets.  The concept of 
reasonable assurance is based on the recognition that the cost of a system of 
internal control should not exceed the benefits derived.

The consolidated financial statements and related notes have been audited by 
Deloitte & Touche LLP, independent certified public accountants.  The 
accompanying auditors' report expresses an independent professional opinion on
the fairness of presentation of management's financial statements.

The Audit Committee of the Board of Directors is composed of the outside 
directors, and is responsible for recommending the independent certified 
public accounting firm to be retained for the coming year, subject to 
shareholder approval.  The Audit Committee meets periodically with the 
independent auditors, as well as with management and internal auditors, to 
review accounting, auditing, internal accounting controls and financial 
reporting matters.  The independent auditors and the internal auditors also 
meet privately with the Audit Committee.



John A. Goesling
Executive Vice President and Chief Financial Officer

























<PAGE>

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheets of Nordstrom, 
Inc. and subsidiaries as of January 31, 1996 and 1995, and the related 
consolidated statements of earnings, shareholders' equity and cash flows for 
each of the three years in the period ended January 31, 1996.  These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based on 
our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all 
material respects, the financial position of Nordstrom, Inc. and subsidiaries 
as of January 31, 1996 and 1995, and the results of their operations and their 
cash flows for each of the three years in the period ended January 31, 1996, 
in conformity with generally accepted accounting principles.



Deloitte & Touche LLP

Seattle, Washington; March 8, 1996


































                                     Nordstrom, Inc. and Subsidiaries  Page 25

<PAGE>
TEN YEAR STATISTICAL SUMMARY

Dollars in thousands except square footage and per share amounts

<TABLE>
<CAPTION>
Year ended January 31,           1996        1995        1994        1993        1992        1991
- -------------------------------------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>
Financial Position
  Customer accounts
    receivable, net        $  874,103  $  655,715  $  565,151  $  584,379  $  585,490  $  558,573
  Merchandise inventories     626,303     627,930     585,602     536,739     506,632     448,344
  Current assets            1,612,776   1,397,713   1,314,914   1,219,844   1,177,638   1,090,379
  Current liabilities         832,313     690,454     627,485     511,196     553,903     551,835
  Working capital             780,463     707,259     687,429     708,648     623,735     538,544
  Working capital ratio          1.94        2.02        2.10        2.39        2.13        1.98
  Property, buildings and
    equipment, net          1,103,298     984,195     845,596     824,142     856,404     806,191
  Long-term debt              439,943     373,910     438,574     481,945     511,000     489,172
  Debt/capital ratio            32.09       25.56       29.11       33.09       40.74       43.59
  Shareholders' Equity      1,422,972   1,343,800   1,166,504   1,052,031     939,231     826,410
  Shares outstanding       81,113,144  82,244,098  82,059,128  81,974,797  81,844,227  81,737,910
  Book value per share          17.54       16.34       14.22       12.83       11.48       10.11
  Total assets              2,732,619   2,396,783   2,177,481   2,053,170   2,041,875   1,902,589

Operations
  Net sales                 4,113,517   3,894,478   3,589,938   3,421,979   3,179,820   2,893,904
  Costs and expenses:
    Cost of sales and
      related buying and
      occupancy             2,806,250   2,599,553   2,469,304   2,339,107   2,169,437   2,000,250
    Selling, general and
      administrative        1,120,790   1,023,347     940,579     902,083     831,505     747,770
    Interest, net              39,295      30,664      37,646      44,810      49,106      52,228
    Service charge income
      and other, net         (125,130)    (94,644)    (88,509)    (86,140)    (87,443)    (84,660)
  Total costs and expenses  3,841,205   3,558,920   3,359,020   3,199,860   2,962,605   2,715,588
  Earnings before income
    taxes                     272,312     335,558     230,918     222,119     217,215     178,316
  Income taxes                107,200     132,600      90,500      85,500      81,400      62,500
  Net earnings                165,112     202,958     140,418     136,619     135,815     115,816
  Earnings per share             2.02        2.47        1.71        1.67        1.66        1.42
  Dividends per share             .50        .385         .34         .32         .31         .30
  Net earnings as a percent
    of net sales                 4.01%       5.21%       3.91%       3.99%       4.27%       4.00%
  Return on average
    shareholders' equity        11.94%      16.17%      12.66%      13.72%      15.38%      14.85%
  Sales per square foot
    for Company-operated
    stores                        382         395         383         381         388         391

Stores and Facilities
  Company-operated stores          78          76          74          72          68          63
  Total square footage     10,713,000   9,998,000   9,282,000   9,224,000   8,590,000   7,655,000
</TABLE>


















Page 26  Nordstrom, Inc.  and Subsidiaries

<PAGE>

TEN YEAR STATISTICAL SUMMARY (CONTINUED)

Dollars in thousands except square footage and per share amounts

<TABLE>
<CAPTION>
Year ended January 31,           1990        1989        1988        1987
- -------------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>       
Financial Position
  Customer accounts
    receivable, net        $  519,656  $  465,929  $  391,387  $  344,045
  Merchandise inventories     419,976     403,795     312,696     257,334
  Current assets            1,011,148     913,986     730,182     645,326
  Current liabilities         489,888     448,165     394,699     324,697
  Working capital             521,260     465,821     335,483     320,629
  Working capital ratio          2.06        2.04        1.85        1.99
  Property, buildings and
    equipment, net            691,937     594,038     502,661     424,228
  Long-term debt              468,412     389,216     260,343     271,054
  Debt/capital ratio            43.78       43.12       39.57       41.57
  Shareholders' Equity        733,250     639,941     533,209     451,196
  Shares outstanding       81,584,710  81,465,027  81,371,106  80,981,722
  Book value per share           8.99        7.86        6.55        5.57
  Total assets              1,707,420   1,511,703   1,234,267   1,071,124

Operations
  Net sales                 2,671,114   2,327,946   1,920,231   1,629,918
  Costs and expenses:
    Cost of sales and
      related buying and
      occupancy             1,829,383   1,563,832   1,300,720   1,095,584
    Selling, general and
      administrative          669,159     582,973     477,488     408,664
    Interest, net              49,121      39,977      32,952      34,910
    Service charge income
      and other, net          (55,958)    (57,268)    (53,662)    (49,479)
  Total costs and expenses  2,491,705   2,129,514   1,757,498   1,489,679
  Earnings before income
    taxes                     179,409     198,432     162,733     140,239
  Income taxes                 64,500      75,100      70,000      67,300
  Net earnings                114,909     123,332      92,733      72,939
  Earnings per share             1.41        1.51        1.13         .91
  Dividends per share             .28         .22         .18         .13
  Net earnings as a percent
    of net sales                 4.30%       5.30%       4.83%       4.48%
  Return on average
    shareholders' equity        16.74%      21.03%      18.84%      19.06%
  Sales per square foot
    for Company-operated
    stores                        398         380         349         322

Stores and Facilities
  Company-operated stores          59          58          56          53
  Total square footage      6,898,000   6,374,000   5,527,000   5,098,000
</TABLE>

















                                     Nordstrom, Inc. and Subsidiaries  Page 27

<PAGE>

RETAIL STORE FACILITIES

<TABLE>
The following table sets forth certain information with respect to each of the 
stores operated by the Company.  The Company also operates leased shoe 
departments in 12 department stores in Hawaii and Guam.  In addition, the 
Company operates seven distribution centers and leases other space for 
administrative functions.
<CAPTION>

                                         Present                                               Present
                    Year opened      total store                          Year opened      total store
Location            or acquired     area/sq. ft.    Location              or acquired     area/sq. ft.
- ------------------------------------------------    --------------------------------------------------
<S>                 <C>             <C>             <C>                   <C>             <C>
WASHINGTON GROUP                                    NORTHERN CALIFORNIA GROUP
Downtown Seattle(1)        1963          245,000    Hillsdale Shopping Center    1982          149,000
Northgate Mall             1965          122,000    Broadway Plaza               1984          193,000
Tacoma Mall                1966          134,000    Stanford Shopping Center     1984          187,000
Bellevue Square            1967          285,000    The Village at Corte Madera  1985          116,000
Southcenter Mall           1968          170,000    Valley Fair                  1987          165,000
Yakima                     1972           44,000    280 Metro Center Rack        1987           31,000
Spokane                    1974          121,000    Stonestown Galleria          1988          174,000
Alderwood Mall             1979          127,000    Downtown San Francisco       1988          350,000
Alderwood Rack             1985           25,000    Arden Fair                   1989          190,000
Downtown Seattle Rack      1987           42,000    Stoneridge Mall              1990          173,000
Bellis Fair Rack           1990           20,000    Marina Square Rack           1990           44,000
SuperMall Rack             1995           48,000
                                                    UTAH GROUP
OREGON GROUP                                        Crossroads Plaza             1980          140,000
Lloyd Center               1963          150,000    Fashion Place Mall           1981          110,000
Downtown Portland          1966          174,000    Ogden City Mall              1982           76,000
Washington Square          1974          189,000    Sugarhouse Center Rack       1991           31,000
Vancouver Mall             1977           71,000
Salem Centre               1980           71,000    CAPITAL GROUP
Clackamas Town Center      1981          121,000    Tysons Corner Center         1988          253,000
Clackamas Rack             1983           28,000    The Fashion Centre at
Downtown Portland Rack     1986           19,000      Pentagon City              1989          241,000
                                                    Potomac Mills Rack           1990           46,000
SOUTHERN CALIFORNIA GROUP                           Montgomery Mall              1991          225,000
South Coast Plaza          1978          235,000    City Place Rack              1992           37,000
Brea Mall                  1979          195,000    Towson Town Center           1992          205,000
Los Cerritos Center        1981          122,000    Towson Rack                  1992           31,000
Fashion Valley Mall        1981          156,000    Franklin Mills Factory
Glendale Galleria          1983          147,000      Direct                     1993           43,000
Santa Ana Rack             1983           22,000    Annapolis Mall               1994          162,000
Topanga Plaza              1984          154,000
University Towne Centre    1984          130,000    NORTHEAST GROUP
Woodland Hills Rack        1984           48,000    Garden State Plaza           1990          272,000
The Galleria at South Bay  1985          161,000    Menlo Park Mall              1991          266,000
Westside Pavilion          1985          150,000    Freehold Raceway Mall        1992          174,000
Horton Plaza               1985          151,000    Faconnable                   1993           10,000
Mission Valley Rack        1985           27,000    The Westchester              1995          219,000
Montclair Plaza            1986          133,000    The Mall at Short Hills      1995          188,000
North County Fair          1986          156,000
MainPlace Mall             1987          169,000    MIDWEST GROUP
Chino Town Square Rack     1987           30,000    Oakbrook Center              1991          249,000
Paseo Nuevo                1990          186,000    Mall of America              1992          240,000
The Galleria at Tyler      1991          164,000    Woodfield Rack               1994           45,000
Santa Anita                1994          151,000    Old Orchard                  1994          209,000
                                                    Woodfield Shopping Center    1995          215,000
ALASKA GROUP                                        Circle Centre Mall           1995          216,000
Anchorage                  1975           97,000
                                                    CLEARANCE STORES
                                                    Arizona                                     48,000
<FN>
(1) Excludes approximately 23,000 square feet of
    corporate and administrative offices.
</TABLE>




Page 30  Nordstrom, Inc. and Subsidiaries

<PAGE>
NORDSTROM, INC. AND SUBSIDIARIES


Appendix

<TABLE>
<CAPTION>
Graph                                                                   Page
- --------------------------------------------
<S>                                                                     <C>
Net Sales                                                                 3

Net Earnings                                                              3

Percentage of 1995 Sales by Merchandise Category                         12

Investing and Operating Cash Flows                                       14

Square Footage by Market Area at end of 1995                             15
</TABLE>



































































































































































<PAGE> 
EXHIBIT 21.1 
NORDSTROM, INC. AND SUBSIDIARIES 
SUBSIDIARIES OF THE REGISTRANT 
 
 

<TABLE> 
<CAPTION> 
Name of Subsidiary                              State of Incorporation 
- ------------------                              ---------------------- 
<S>                                             <C> 
Nordstrom Credit, Inc.                          Colorado 
 
Nordstrom National Credit Bank                  Colorado
</TABLE>







<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JAN-31-1996
<PERIOD-END>                               JAN-31-1996
<CASH>                                          24,517
<SECURITIES>                                         0
<RECEIVABLES>                                  923,320
<ALLOWANCES>                                    29,393
<INVENTORY>                                    626,303
<CURRENT-ASSETS>                             1,612,776
<PP&E>                                       1,942,110
<DEPRECIATION>                                 838,812
<TOTAL-ASSETS>                               2,732,619
<CURRENT-LIABILITIES>                          832,313
<BONDS>                                        365,733
<COMMON>                                       168,440
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                   1,254,532
<TOTAL-LIABILITY-AND-EQUITY>                 2,732,619
<SALES>                                      4,113,517
<TOTAL-REVENUES>                             4,113,517
<CGS>                                        2,806,250
<TOTAL-COSTS>                                3,841,205
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                39,589
<INTEREST-EXPENSE>                              39,295
<INCOME-PRETAX>                                272,312
<INCOME-TAX>                                   107,200
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   165,112
<EPS-PRIMARY>                                     2.02
<EPS-DILUTED>                                     2.02
        

</TABLE>