<PAGE>



                   SECURITIES AND EXCHANGE COMMISSION

                          Washington, DC 20549

                               FORM 10-Q

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

For the quarterly period ended July 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 offices)  (Zip code)

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


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


                          YES   X       NO
                              _____        _____

Common stock outstanding as of August 26, 1996:  81,132,088 shares of 
common stock.













                                 1 of 9

<PAGE>



                     NORDSTROM, INC. AND SUBSIDIARIES
                     --------------------------------
                                 INDEX
                                 -----

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

PART I.  FINANCIAL INFORMATION


    Item 1.  Financial Statements (unaudited)

        Consolidated Statements of Earnings
           Three and six months ended
           July 31, 1996 and 1995                                    3

        Consolidated Balance Sheets
           July 31, 1996 and 1995 and 
           January 31, 1996                                          4

        Consolidated Statements of Cash Flows
           Six months ended July 31, 1996 and 1995                   5

        Notes to Consolidated Financial Statements                   6


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


PART II.  OTHER INFORMATION


    Item 1.  Legal Proceedings                                       8


    Item 5.  Other Information                                       9


    Item 6.  Exhibits and Reports on Form 8-K                        9
</TABLE>






















                                 2 of 9

<PAGE>



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

<TABLE>
<CAPTION>
                                      Three Months           Six Months
                                     Ended July 31,        Ended July 31,
                                 --------------------- ---------------------
                                    1996       1995       1996       1995
                                 ---------- ---------- ---------- ----------
<S>                              <C>        <C>        <C>        <C>
Net sales                        $1,241,464 $1,149,239 $2,147,426 $1,964,838

Costs and expenses:
  Cost of sales and related
    buying and occupancy            861,888    779,784  1,479,000  1,333,518
  Selling, general and
    administrative                  328,836    299,838    597,623    539,261
  Interest, net                      10,333      9,639     19,727     17,679
  Service charge income
    and other, net                  (33,674)   (29,087)   (68,254)   (60,362)
                                 ---------- ---------- ---------- ----------
  Total costs and
    expenses                      1,167,383  1,060,174  2,028,096  1,830,096
                                 ---------- ---------- ---------- ----------

Earnings before income taxes
  and extraordinary item             74,081     89,065    119,330    134,742
Income taxes                         29,300     35,200     47,200     53,200
                                 ---------- ---------- ---------- ----------
Earnings before
  extraordinary item                 44,781     53,865     72,130     81,542

Extraordinary charge related to
  the early extinguishment of
  debt, net of income taxes
  of $900                                 -          -      1,452          -
                                 ---------- ---------- ---------- ----------
Net earnings                     $   44,781 $   53,865 $   70,678 $   81,542
                                 ========== ========== ========== ==========
Earnings before extraordinary
  item per average share of
  common stock outstanding       $      .55 $      .65 $      .89 $      .99
                                 ========== ========== ========== ==========
Net earnings per average share
  of common stock outstanding    $      .55 $      .65 $      .87 $      .99
                                 ========== ========== ========== ==========
Cash dividends paid per share
  of common stock outstanding    $     .125 $     .125 $      .25 $      .25
                                 ========== ========== ========== ==========
<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1995 Annual Report to Shareholders.
</TABLE>



                                 3 of 9

<PAGE>


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

<TABLE>
<CAPTION>
                                    July 31,    January 31,   July 31,
                                      1996         1996         1995
                                   ----------   ----------   ----------
<S>                                <C>          <C>         <C>
ASSETS
Current Assets:
  Cash and cash equivalents        $   50,322   $   24,517   $   35,564
  Accounts receivable, net            935,859      893,927      837,833
  Merchandise inventories             756,501      626,303      696,224
  Prepaid income taxes and other       66,324       68,029       59,721
                                   ----------   ----------   ----------
  Total current assets              1,809,006    1,612,776    1,629,342
Property, buildings and 
  equipment, net                    1,124,358    1,103,298    1,040,483
Other assets                           16,315       16,545       15,929
                                   ----------   ----------   ----------
TOTAL ASSETS                       $2,949,679   $2,732,619   $2,685,754
                                   ==========   ==========   ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable                    $  295,918   $  232,501   $   97,207

  Accounts payable                    414,393      277,584      369,634
  Accrued salaries, wages
    and taxes                         177,536      185,540      170,493
  Accrued expenses                     50,596       47,834       48,423
  Accrued income taxes                 13,165       14,644       19,669
  Current portion
    of long-term debt                  74,220       74,210       50,997
                                   ----------   ----------   ----------
  Total current liabilities         1,025,828      832,313      756,423
Long-term debt                        321,943      365,733      439,297
Deferred lease credits and
  other deferred items                119,390      111,601       88,438
Shareholders' equity:
  Common stock, without par value:
    250,000,000 shares authorized;
    81,365,397, 81,113,144 and
    82,174,647 shares issued 
    and outstanding                   181,668      168,440      165,158
  Retained earnings                 1,300,850    1,254,532    1,236,438
                                   ----------   ----------   ----------
  Total shareholders' equity        1,482,518    1,422,972    1,401,596
                                   ----------   ----------   ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                           $2,949,679   $2,732,619   $2,685,754
                                   ==========   ==========   ==========
<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1995 Annual Report to Shareholders.
</TABLE>


                                  4 of 9

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

<TABLE>
<CAPTION>
                                                       Six Months
                                                     Ended July 31,
                                                   ------------------
                                                     1996      1995
                                                   --------  --------
<S>                                                <C>       <C>
OPERATING ACTIVITIES:
  Earnings before extraordinary item               $ 72,130  $ 81,542
  Adjustments to reconcile net earnings
    to net cash provided by
    operating activities:
  Extraordinary charge related to the
    early extinguishment of debt, net
    of income taxes of $900                          (1,452)        -
  Depreciation and amortization                      76,191    61,311
      Change in:
        Accounts receivable, net                    (41,932) (161,942)
        Merchandise inventories                    (130,198)  (68,294)
        Prepaid income taxes and other                1,705     1,674
        Accounts payable                            136,809    96,550
        Accrued salaries, wages and taxes            (8,004)  (20,008)
        Accrued expenses                              2,762     7,433
        Income tax liabilities and other             (3,651)   (4,320)
        Deferred lease credits                        9,961    25,317
                                                   --------  --------
Net cash provided by operating
  activities                                        114,321    19,263
                                                   --------  --------
INVESTING ACTIVITIES:
  Additions to property, buildings
    and equipment, net                              (96,596) (117,331)
  Other                                                (425)     (240)
                                                   --------  -------- 
Net cash used in investing activities               (97,021) (117,571)
                                                   --------  --------

FINANCING ACTIVITIES:
  Increase in notes payable                          63,417     9,819
  Proceeds from issuance of common stock             13,228     1,823
  Proceeds from issuance of long-term debt, net           -   140,919
  Principal payments on long-term debt              (43,780)  (25,616)
  Cash dividends paid                               (20,312)  (20,566)
  Purchase and retirement of common stock            (4,048)   (5,004)
                                                   --------  --------
Net cash provided by
  financing activities                                8,505   101,375
                                                   --------  --------
Net increase in cash and cash equivalents            25,805     3,067

Cash and cash equivalents at 
  beginning of period                                24,517    32,497
                                                   --------  --------
Cash and cash equivalents at end of period         $ 50,322  $ 35,564
                                                   ========  ========
<FN>
These statements should be read in conjunction with the Notes to 
Consolidated Financial Statements contained herein and in the Nordstrom 
1995 Annual Report to Shareholders.
</TABLE>

                                 5 of 9

<PAGE>


                     NORDSTROM, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (dollars in thousands)
                                (unaudited)


Note 1:

The consolidated balance sheets of Nordstrom, Inc. and subsidiaries (the
"Company") as of July 31, 1996 and 1995, and the related consolidated
statements of earnings and cash flows for the periods then ended, have been
prepared from the accounts without audit.

The consolidated financial information is applicable to interim periods 
and is not necessarily indicative of the results to be expected for the 
year ending January 31, 1997.

It is not considered necessary to include detailed footnote information 
as of July 31, 1996 and 1995.  The financial information should be read 
in conjunction with the Notes to Consolidated Financial Statements 
contained in the Nordstrom 1995 Annual Report to Shareholders.

In the opinion of management, the consolidated financial information 
includes all adjustments (consisting only of normal, recurring 
adjustments) necessary to present fairly the financial position of 
Nordstrom, Inc. and subsidiaries as of July 31, 1996 and 1995, and the 
results of their operations and cash flows for the periods then ended, 
in accordance with generally accepted accounting principles applied on a 
consistent basis.

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

Note 2:

During the first quarter of 1996, the Company elected to prepay $43,100
of Nordstrom Credit, Inc. 9.375% sinking fund debentures in order to take
advantage of lower short-term interest rates.  This resulted in an
extraordinary charge of $1,452, net of applicable income taxes of
$900 ($0.02 per share).

Note 3:  The summarized unaudited combined results of operations of
         Nordstrom Credit, Inc. and Nordstrom National Credit Bank are 
         as follows:

<TABLE>
<CAPTION>
                                     Three Months        Six Months
                                    Ended July 31,     Ended July 31,
                                    1996     1995      1996     1995
                                   -------  -------   -------  -------
    <S>                            <C>      <C>       <C>      <C>
    Total revenue                  $39,152  $32,315   $78,364  $61,838
    Earnings before income taxes
      and extraordinary item        10,746    5,749    24,278   14,475
    Extraordinary charge related
      to the early extinguishment
      of debt, net of income taxes
      of $900                            -        -     1,452        -
    Net earnings                     6,746    3,674    13,856    9,260
</TABLE>


                                 6 of 9

<PAGE>
                     NORDSTROM, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (dollars in thousands)
                                (unaudited)

Note 4:

On August 15, 1996, the Company transferred substantially all of its VISA
credit card receivables (approximately $203,000) to a trust in exchange for
certificates representing undivided interests in the trust.  Class A
certificates with a market value of $186,600 were sold to a third party, and
Class B certificates, which are subordinated to the Class A certificates, were
retained by the Company.  As a result of these transactions, the Company will
recognize a gain of $3,300.  Cash flows generated from the receivables in the
trust will be allocated to the payment of interest on the Class A and Class B
certificates, absorption of credit losses, and payment of servicing fees to
the Company.  Excess cash flows revert to the Company.  The Company owns the
remaining undivided interests in the trust not represented by the Class A and
Class B certificates, and will continue to service the receivables for the
trust.

Pursuant to the terms of operative documents of the trust, in certain events
the Company may be required to fund certain amounts pursuant to a recourse
obligation for credit losses.  Based on current cash flow projections, the
Company does not believe any additional funding will be required.


I
tem 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Management
Discussion and Analysis section of the Nordstrom 1995 Annual Report to
Shareholders.

Results of Operations:
- ----------------------
During the second quarter of 1996, sales increased 8.0% when compared with the
same quarter in 1995.  For the six-month period, sales increased 9.3% compared
to the same period in 1995.  Comparable store sales increased by 1.1% for the
quarter and 2.3% for the six-month period, with the remainder of the increase
coming from new units.  Comparable store sales increases softened during the
second quarter as a result of slowing consumer demand.  The Company remains
cautious with respect to sales projections for the remainder of the year.


Cost of sales and related buying and occupancy costs increased as a percentage
of sales for the quarter and the six-month period as compared to the
corresponding periods in 1995, due primarily to lower merchandise margins
resulting from increased markdowns.  Markdowns in the second quarter were
higher than expected primarily due to a reassessment and realignment of the
merchandise mix between various women's apparel departments.  Occupancy costs
increased as a percentage of sales for the quarter and six-month period due to
depreciation related to new stores and remodeling projects.

Selling, general and administrative expenses increased as a percentage of
sales during the second quarter and for the six-month period as compared to
the corresponding periods in 1995 primarily due to higher bad debt expenses.
This resulted from growth in the Company's VISA card program as well as an
increase in the general level of bad debt write-offs.  Direct selling expenses
also increased.  These increases were partially offset by lower distribution
costs for the Company's direct sales division, decreased spending on
development of a new payroll system which was implemented in early 1996, and
lower employee benefit costs.

                                 7 of 9

<PAGE>                     
Item. 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.)


For the quarter and the six-month period, interest expense increased as a
percentage of sales when compared to the corresponding period in 1995, due to
higher levels of short-term debt outstanding to finance customer accounts
receivable.  The increase was partially offset by a decrease in interest
rates.

Service charge income and other, net increased as a percentage of sales for
the second quarter and for the six-month period when compared to the
corresponding period in 1995.  Net revenues from the Company's VISA and
proprietary card programs increased significantly as a result of growth in
these programs.  The impact of this increase in the six-month period was
partially offset by the effect of one-time gains in the prior year on the sale
of a closed distribution facility and a full-line store, totaling $6.3 million
($0.05 per share after income taxes).

Financial Condition:
- --------------------
The Company's working capital at July 31, 1996 decreased when compared to
July 31, 1995 due primarily to increased levels of short-term debt.  In August
of 1996, the Company completed a securitization of it's VISA receivables.  Net
proceeds from the transaction were primarily used to reduce short-term and
long-term debt.  Certain other information regarding this securitization of
receivables is included in Note 4 to the financial statements under Part I,

I
tem 1.  The Company intends to seek additional external capital in the third
quarter to fund its general working capital needs.

In August 1996, the Company opened two full-line stores at Somerset
Collection North in Troy, Michigan and at Park Meadows Mall in Denver,
Colorado.  This completes the store opening schedule for 1996.  Construction
is progressing as planned on the four new stores scheduled to open in 1997.


                       PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
- --------------------------

Sandy Rios, Clare Romanus and Annette Russell v. Nordstrom, Inc.,
U.S. District Court for the Central District of California, Cause No.
CV-96-4927 JSL.
- ---------------------------------------------------------------------
On May 28, 1996, a class action lawsuit was filed in the California Superior
Court for the County of Santa Barbara on behalf of three former employees and
on behalf of all other similarly situated current and former California
employees of the Company.  The lawsuit was removed by the Company to the
United States District Court for the Central District of California, in Los
Angeles.  The Plaintiffs allege that the Company's commission compensation
system in California violated California labor laws from May 1993 to the
present, and claim that the Company improperly decreased its employees'
commissions by holding the employees responsible for: (i) merchandise returns
that occur after the pay period in which the merchandise was purchased, and
(ii) merchandise returns where the employee had no involvement in the sale.  
Plaintiffs seek monetary damages for the alleged decreases in commissions,
statutory penalties, including up to 30 days' wages for each employee
separated from the Company during the class period, injunctive relief,
attorneys' fees and punitive damages.  The matter has not yet been certified
by the Court as a class action, and the Company has denied any liability for
the claims. Management believes that the Company has meritorious defenses to
these claims, and the Company intends to defend this lawsuit vigorously.

                                 8 of 9

<PAGE>




Item 5.  Other Information
- --------------------------
On August 29, 1996, the Company announced the retirement of Co-Chairman
Raymond A. Johnson effective September 6, 1996.  Mr. Johnson will remain
on the Board of Directors of the Company.  Co-Chairman John J. Whitacre
will continue to serve in the position of Chairman.


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

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

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

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

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

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



                               SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                  
                              NORDSTROM, INC.
                                (Registrant)


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


Date:  September 4, 1996
- ------------------------











                                 9 of 9

<PAGE>



NORDSTROM, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>

Exhibit Index

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

27.1  Financial Data Schedule              Filed herewith electronically
</TABLE>







<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-END>                               JUL-31-1996
<CASH>                                          50,322
<SECURITIES>                                         0
<RECEIVABLES>                                  935,859
<ALLOWANCES>                                         0
<INVENTORY>                                    756,501
<CURRENT-ASSETS>                             1,809,006
<PP&E>                                       1,124,358
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               2,949,679
<CURRENT-LIABILITIES>                        1,025,828
<BONDS>                                        321,943
<COMMON>                                       181,668
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                   1,300,850
<TOTAL-LIABILITY-AND-EQUITY>                 2,949,679
<SALES>                                      2,147,426
<TOTAL-REVENUES>                             2,147,426
<CGS>                                        1,479,000
<TOTAL-COSTS>                                2,028,096
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              19,727
<INCOME-PRETAX>                                119,330
<INCOME-TAX>                                    47,200
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                  1,452
<CHANGES>                                            0
<NET-INCOME>                                    70,678
<EPS-PRIMARY>                                     0.87
<EPS-DILUTED>                                     0.87
        

</TABLE>






<PAGE>


                             BYLAWS
                               OF
                         NORDSTROM, INC.

            (Amended and Restated as of May 21, 1996)


                            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) of the Board of Directors, by
the President (or any Co-President), or by the Board of Directors and shall be
called by the Chairman (or any Co-Chairman) of the Board of Directors 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.

      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.



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

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

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

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







<PAGE>
                           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 thirteen (13).  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) of the
Board of Directors, 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 Directors
may be called by or at the request of the Chairman (or any Co-Chairman) of the
Board of Directors, the President (or any Co-President) or any two directors. 
The person or persons authorized to call special meetings of the Board of
Directors may fix any place, either within or without the state of Washington,
as the place for holding any special meeting of the Board of Directors called
by them.

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

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

     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.









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

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

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


                           ARTICLE IV
                Special Measures Applying to Both
                Shareholder and Director Meetings

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

     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.




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


                            ARTICLE V
                            Officers

     Section 1.  Number.  The offices and officers of the corporation shall be
as designated from time to time by the Board of Directors.  Such offices may
include a Chairman or two or more Co-Chairmen of the Board of Directors, 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.








<PAGE>
     Section 5.  Chairman of the Board of Directors.  The Chairman or Co
Chairmen of the Board of Directors, subject to the authority of the Board of
Directors, shall preside at meetings of shareholders 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 of the Board of Directors 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 of the Board of Directors or President and such other
duties, authority and responsibilities as may be prescribed by the Board of
Directors from time to time.

     Section 6.  President.  The President or Co-Presidents, together with the
Chairman or Co-Chairmen of the Board of Directors, shall have general
supervision and control over the business and affairs of the corporation
subject to the authority of the Chairman or Co-Chairmen of the Board of
Directors 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 of the Board of Directors 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 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 Chairman or Co-Chairmen of
the Board of Directors, President or any Co-President, or by the Board of
Directors.




<PAGE>
     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 Chairman or Co-Chairmen of the Board of Directors, 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
Chairman or Co-Chairmen of the Board of Directors, President or any Co-
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 Chairman or Co-Chairmen of the Board of Directors, 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 Chairman or Co-Chairmen of the Board of Directors, 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 Chairman or Co-Chairmen of the Board of Directors,
President or any Co-President, or by the Board of Directors.

     Section 11.  The Controller.  The Controller shall report to th
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-Chairmen of the Board of Directors, by the President or any Co-
President, or by the Board of Directors.


<PAGE>
                           ARTICLE VI
                       Executive Committee

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

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

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

     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) of the Board of
Directors, 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.



<PAGE>
     Section 8.  Procedure.  The Executive Committee shall elect a Chairman of
the Executive Committee or two or more Co-Chairmen of the Executive Committee
from its members and may fix its own rules of procedure which shall not be
inconsistent with these Bylaws.  It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information
at the meeting thereof held next after the proceedings shall have been taken.


                           ARTICLE VII
              Contracts, Loans, Checks and Deposits

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

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

     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) of the Board of Directors, 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.

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


                           ARTICLE IX
                           Fiscal Year

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


                            ARTICLE X
                            Dividends

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


                           ARTICLE XI
                         Corporate Seal

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


                           ARTICLE XII
        Indemnification of Directors, Officers and Others

     Section 1.  Right to Indemnification.  Each person (including a person's
personal representative) who was or is made a party or is threatened to be
made a party to or is otherwise involved (including, without limitation, as a
witness) in any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or by or in the right
of the corporation, or otherwise (hereinafter a "proceeding") by reason of the
fact that he or she (or a person of whom he or she is a personal
representative) is or was a director or officer of the corporation or, being
or having been such a director or officer, is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee, agent or
in any other relationship or capacity whatsoever, of any other foreign or
domestic corporation, partnership, joint venture, employee benefit plan or
trust or other trust, enterprise or other private or governmental entity,
agency, board, commission, body or other unit whatsoever (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action or
inaction in an official capacity as a director, officer, partner, trustee,
employee, agent or in any other relationship or capacity whatsoever, shall be
indemnified and held harmless by the corporation to the fullest extent not


<PAGE>
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, 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


<PAGE>
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 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.




<PAGE>
     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 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 the State of Washington.

<PAGE>
     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) of the Board of Directors,
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.