<PAGE>
                            SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
    Filed by the Registrant /X/
    Filed by a Party other than the Registrant / /
 
    Check the appropriate box:
    / /  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    /X/  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12
 
                                   NORDSTROM
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  $125 per  Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2)  or

     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     14a-6(i)(3).
/ /  Fee  computed  on   table  below   per  Exchange   Act  Rules   14a-6(i)(4)
     and 0-11.
     1) Title of each class of securities to which transaction applies:
        ------------------------------------------------------------------------
     2) Aggregate number of securities to which transaction applies:
        ------------------------------------------------------------------------
     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
        ------------------------------------------------------------------------
     4) Proposed maximum aggregate value of transaction:
        ------------------------------------------------------------------------
     5) Total fee paid:
        ------------------------------------------------------------------------
/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the  filing for which the  offsetting fee was paid
     previously. Identify the previous filing by registration statement  number,
     or the Form or Schedule and the date of its filing.
     1) Amount Previously Paid:
        ------------------------------------------------------------------------
     2) Form, Schedule or Registration Statement No.:
        ------------------------------------------------------------------------
     3) Filing Party:
        ------------------------------------------------------------------------
     4) Date Filed:
        ------------------------------------------------------------------------

<PAGE>
[NORDSTROM LOGO]
 
1501 Fifth Avenue, Seattle, WA 98101-1603
 
March 29, 1996
 
DEAR SHAREHOLDERS:
 
On  behalf of the Board of Directors  and management, we cordially invite you to
attend the Annual  Meeting of Shareholders  on Tuesday, May  21, 1996, at  11:00
a.m.,  Eastern Time, in the Grand Ballroom, Salon III, The Ritz-Carlton Pentagon
City, 1250 South Hayes Street, Arlington, Virginia.
 
In addition to the matters described in  the Notice of Annual Meeting and  Proxy
Statement,  there  will  be a  report  on the  progress  of the  Company  and an
opportunity to ask questions of general interest to you as a Shareholder.
 
YOUR VOTE IS VERY IMPORTANT.  Therefore, whether or not  you plan to attend  the
meeting  in person, please  sign and return  the enclosed Proxy  in the envelope
provided. If you attend the meeting and desire to vote in person, you may do  so
even though you have previously sent your Proxy.
 
We  hope you  will be  able to  join us  and we  look forward  to seeing  you in
Arlington.
 
Sincerely yours,
 
[ROGER JOHNSON SIGNATURE]
Raymond A. Johnson
Co-Chairman
 
[JOHN WHITACRE SIGNATURE]
John J. Whitacre
Co-Chairman

<PAGE>
NORDSTROM, INC.
1501 FIFTH AVENUE
SEATTLE, WA
98101-1603
 

NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
                      To the Shareholders of
                      Nordstrom, Inc.:
 
                      The Annual Meeting of Shareholders of Nordstrom, Inc. will
                      be held on Tuesday, May  21, 1996, at 11:00 a.m.,  Eastern
                      Time,  in the Grand Ballroom,  Salon III, The Ritz-Carlton
                      Pentagon  City,  1250   South  Hayes  Street,   Arlington,
                      Virginia for the following purposes:
 
                      1.   To  elect twelve directors  to hold  office until the
                      next  Annual  Meeting  of  Shareholders  and  until  their
                      successors are duly elected and qualified;
 
                      2.  To ratify the appointment of auditors; and
 
                      3.   To transact such other  business as may properly come
                      before the meeting and any adjournment thereof.
 
                      Holders of shares of Common  Stock of record at the  close
                      of  business on March 19, 1996  are entitled to notice of,
                      and to vote at, the meeting.
 
                      Shareholders are cordially invited  to attend the  meeting
                      in person.
 
                      By order of the Board of Directors,
 
                      KAREN E. PURPUR
                      Secretary
 
                      Seattle, Washington
 
                     March 29, 1996
 
                        WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING,
                        YOU  ARE URGED TO SIGN AND  DATE THE ENCLOSED PROXY AND
                        RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
 
1

<PAGE>
PROXY STATEMENT
 
APPROXIMATE
MAILING DATE:
MARCH 29, 1996
                      This  Proxy Statement is furnished  to the Shareholders of
                      Nordstrom, Inc.  (the "Company")  in connection  with  the
                      solicitation  of proxies by the Board of Directors for use
                      at the Annual Meeting  of Shareholders to  be held on  May
                      21,  1996  and any  adjournment  thereof. If  the enclosed
                      Proxy is  executed  and  returned, it  will  be  voted  in
                      accordance with the instructions given, but may be revoked
                      at  any  time  insofar as  it  has not  been  exercised by
                      notifying the Secretary  of the Company  in writing  (such
                      notification  to be  directed to the  Company's offices at
                      1501 Fifth Ave., Seattle, WA 98101-1603). Each Proxy  will
                      be  voted for Proposals 1  and 2 and may  be voted on such
                      other matters as may properly  come before the meeting  if
                      no contrary instruction is indicated in the Proxy.
 
                      There  were 81,294,822  shares of  Common Stock,  the only
                      security of the Company entitled  to vote at the  meeting,
                      outstanding  at March  19, 1996,  the record  date for the
                      Annual Meeting of Shareholders. Shareholders are  entitled
                      to  one vote for each share of Common Stock held of record
                      at  the  close  of  business  on  March  19,  1996.  Under
                      Washington    law   and   the    Company's   Articles   of
                      Incorporation, a quorum  consisting of a  majority of  the
                      shares  eligible to vote must  be represented in person or
                      by proxy  to elect  directors and  to transact  any  other
                      business  that may  properly come before  the meeting. For
                      election of directors, the nominees elected will be  those
                      receiving  the greatest number of votes cast by the shares
                      entitled to  vote, up  to the  number of  directors to  be
                      elected.  Any action other than a  vote for a nominee will
                      have  the  effect  of  voting  against  the  nominee.  The
                      ratification  of  the  appointment  of  auditors  will  be
                      approved if the  votes cast in  favor of the  ratification
                      exceed  the  votes  cast against.  Abstentions  and broker
                      non-votes will have  no effect since  such actions do  not
                      represent votes cast by Shareholders.
 

PRINCIPAL
SHAREHOLDERS
                      As of March 19, 1996, members of the Nordstrom family were
                      the  beneficial owners of  approximately 29,707,454 shares
                      (36.07%) of the Company's Common Stock. D. Wayne Gittinger
                      and  Bruce  A.  Nordstrom  are  the  only  ones  who,   to
                      management's  knowledge, are the beneficial owners of more
                      than five percent of the  Company's Common Stock at  March
                      19, 1996.
 
                                                                               2

<PAGE>
 
                     The  following  table  sets  forth  information  regarding
                      security  ownership  of  certain  beneficial  owners,  the
                      directors,  certain executive  officers and  directors and
                      executive officers of the Company as a group:
 

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                                 Amount and
                                                  Nature of
                                                 Beneficial           Percent of
Name of Beneficial Owner                          Ownership             Class
- --------------------------------------------------------------------------------
<S>                                            <C>                    <C>
PHILIP M. CONDIT                                     486                 *
D. WAYNE GITTINGER                             5,257,537(a)(b)          6.38%
  1420 Fifth Avenue, Suite 4100
  Seattle, Washington 98101
RAYMOND A. JOHNSON                                86,544(c)              *
CHARLES A. LYNCH                                   3,845(d)              *
ANN D. MCLAUGHLIN                                  1,845                 *
JOHN A. MCMILLAN                               1,090,152(a)(e)          1.32%
BRUCE A. NORDSTROM                             5,488,966(a)(f)          6.67%
  1501 Fifth Avenue
  Seattle, Washington 98101
JOHN N. NORDSTROM                              3,453,086(a)(g)          4.19%
ALFRED E. OSBORNE, JR.                             1,945(h)              *
WILLIAM D. RUCKELSHAUS                             6,845                 *
ELIZABETH CROWNHART VAUGHAN                        2,298                 *
JOHN J. WHITACRE                                  27,899(i)              *
JOHN A. GOESLING                                  76,225(j)              *
JACK F. IRVING                                    51,016(k)              *
CYNTHIA C. PAUR                                   33,806(l)              *
Directors and executive officers as a
group
(25 persons)                                   17,892,931              21.73%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

 
* Does not exceed 1% of the Company's outstanding Common Stock.
(a) Does not include 80,000 shares held  by a corporation in which the  director
or his spouse owns a one-eighth beneficial interest.
(b)  Includes 3,480,582 shares held by his wife individually, 238 shares held by
her as a  participant in the  Company's 401(k)  Plan, 388,800 shares  held by  a
trust  of which she is a trustee and beneficiary, and 1,375,380 shares held by a
trust of which she is the beneficiary.  Does not include 103,448 shares held  by
trusts of which he is a trustee.
(c)  Includes 23,330 shares which  may be purchased under  the 1987 Stock Option
Plan.
(d) Includes 3,000 shares held  by a family trust of  which he is a trustee  and
beneficiary.
(e)  Includes 45,818 shares which may be  acquired under the 1977 and 1987 Stock
Option Plans, 1,902 shares held by him as a participant in the Company's  401(k)
plan,  864,488 shares held by his wife  individually and 54,000 shares held by a
trust of which his wife is the beneficiary.
 
3

<PAGE>
(f)  Includes 2,734  shares which may  be acquired under  the 1987 Stock  Option
Plan,  24,194 shares held by his wife  individually and 2,117,640 shares held by
trusts of which  he is  a trustee and  beneficiary. Does  not include  1,759,482
shares held by trusts of which he is co-trustee.
(g) Includes 3,226 shares which may be acquired under the 1987 Stock Option Plan
and 380,805 shares held by his wife.
(h) Includes 300 shares held by his wife and 200 shares held by a corporation of
which he is the sole shareholder.
(i)   Includes 23,484 shares  which may be acquired  under the 1987 Stock Option
Plan and 2,415 held by him as a participant in the Company's 401(k) Plan.
(j)  Includes 37,331 shares which may be acquired under the 1977 and 1987  Stock
Option Plans.
(k)  Includes 39,304 shares which may be  acquired under the 1977 and 1987 Stock
Option Plans.
(l)  Includes 16,111 shares  which may be acquired  under the 1987 Stock  Option
Plan and 399 shares held by her as a participant in the Company's 401(k) Plan.
 
The  directors and executive officers shown in the table disclaim any beneficial
interest in all shares held solely as custodian or trustee, and all shares  held
by their spouses and immediate family members.
 
P
ROPOSAL 1:
ELECTION OF DIRECTORS
                      Twelve  directors will be elected  at the meeting, each to
                      hold office until the next Annual Meeting of  Shareholders
                      and until a successor has been duly elected and qualified.
                      Unless   otherwise  instructed  by  the  Shareholder,  the
                      persons named in the enclosed Proxy intend to vote for the
                      election of the  persons listed in  this Proxy  Statement.
                      All  of  the  nominees  are  currently  directors  of  the
                      Company. If any nominee becomes unavailable for any reason
                      or should  a  vacancy  occur before  the  election  (which
                      events  are not anticipated), the Proxy may be voted for a
                      person to be  selected by  the Board of  Directors of  the
                      Company.
 
                                                                               4

<PAGE>
                      NOMINEES
 
                      Information  related to the director nominees is set forth
                      below:
 

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                          Principal Occupation and Business            Director
Name and Age              Experience for Past Five Years                Since
- -------------------------------------------------------------------------------
<S>                       <C>                                          <C>
PHILIP M. CONDIT          President of The Boeing Company, a              1994
  Age 54(a)                 Washington based aerospace product
                            manufacturer (formerly Executive Vice
                            President of Boeing Commercial Airplane
                            Group)
D. WAYNE GITTINGER        Partner in the law firm of Lane Powell          1971
  Age 63(b)(c)              Spears Lubersky
RAYMOND A. JOHNSON        Co-Chairman of the Board of Directors of        1995
  Age 54(d)                 the Company (formerly Co-President of
                            the Company)
CHARLES A. LYNCH          Chairman of Fresh Choice, Inc., a               1985
  Age 68(e)                 California based restaurant chain
                            (formerly Chairman of Market Value
                            Partners Company)
ANN D. MCLAUGHLIN         Vice Chairman of the Aspen Institute, a         1992
Age 54(f)                   Colorado based non-profit, non-partisan
                            organization whose goal is to enhance,
                            through debate, the effectiveness of the
                            leaders of the country's democratic
                            institutions (formerly President of the
                            Federal City Council; President and CEO
                            of New American Schools Development
                            Corporation; Visiting Fellow of the
                            Urban Institute)
JOHN A. MCMILLAN          Retired (formerly Co-Chairman of the Board      1966
  Age 64(c)(g)              of Directors of the Company)
BRUCE A. NORDSTROM        Retired (formerly Co-Chairman of the Board      1966
  Age 62(c)                 of Directors of the Company)
JOHN N. NORDSTROM         Retired (formerly Co-Chairman of the Board      1966
  Age 58(c)                 of Directors of the Company)
ALFRED E. OSBORNE, JR.    Director of the Harold Price Center for         1987
  Age 51(h)                 Entrepreneurial Studies and Associate
                            Professor of Business Economics, The
                            Anderson School at UCLA
WILLIAM D. RUCKELSHAUS    Chairman of the Board of Browning-Ferris        1985
  Age 63(i)                 Industries Inc., a Texas based waste
                            services Company
ELIZABETH CROWNHART       President of Salar Enterprises, Ltd., an        1977
  VAUGHAN                   Oregon based Company engaged in the
  Age 67(j)                 production of historical materials
JOHN J. WHITACRE          Co-Chairman of the Board of Directors of        1995
  Age 43(d)                 the Company (formerly Co-President of
                            the Company)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>

 
5

<PAGE>
(a) Mr. Condit is also a director of The Boeing Company and Fluke Corporation.
(b) Mr. Gittinger is a partner in  the law firm of Lane Powell Spears  Lubersky,
which rendered legal services to the Company during the past fiscal year.
(c)  Bruce A.  Nordstrom is  the brother-in-law  of D.  Wayne Gittinger  and the
cousin of  John N.  Nordstrom. John  A. McMillan  is a  cousin of  all three  by
marriage.
(d)  Mr. Johnson and Mr. Whitacre are  also directors of Nordstrom Credit, Inc.,
the Company's wholly-owned finance subsidiary.
(e) Mr. Lynch  is also a  director of  Fresh Choice, Inc.,  Pacific Mutual  Life
Insurance Company and PST Vans, Inc.
(f)   Mrs. McLaughlin, a  former U.S. Secretary of Labor,  is also a director of
AMR Corporation,  Federal National  Mortgage Association  (Fannie Mae),  General
Motors   Corporation,  Harman  International  Industries,  Inc.,  Host  Marriott
Corporation, Kellogg  Company, Potomac  Electric Power  Company, Sedgwick  Group
plc, Union Camp Corporation and Vulcan Materials Company.
(g) Mr. McMillan is also a director of Fleming Companies, Inc.
(h) Dr. Osborne is also a director of First Interstate Bank of California, N.A.,
Greyhound  Lines, Inc.,  ReadiCare, Inc., Seda  Specialty Packaging Corporation,
The  Times  Mirror  Company  and  United  States  Filter  Corporation,  and   an
independent general partner of Technology Funding Venture Partners V.
(i)   Mr.  Ruckelshaus is also  a director of  Browning-Ferris Industries, Inc.,
Cummins Engine Company, Monsanto Company and Weyerhaeuser Company. He was also a
director of the Company from 1978 to 1983.
(j)  Mrs. Vaughan is also a director of First Interstate Bank of Oregon, N.A.
 
T
he Board of Directors recommends a vote for each of the nominees listed in  the
table.
 
                                                                               6

<PAGE>
BOARD OF DIRECTORS
AND COMMITTEES
                      The  Board of  Directors maintains  an Audit  Committee, a
                      Compensation and Stock Option Committee and a Committee on
                      Organization and Director Affairs. These committees do not
                      have formal meeting schedules, but are required to meet at
                      least once each  year. During  the past  year, there  were
                      four  meetings of the Board of Directors, four meetings of
                      the Audit Committee, four meetings of the Compensation and
                      Stock Option Committee and four meetings of the  Committee
                      on Organization and Director Affairs.
 
                      Current  members  of the  Audit  Committee are  William D.
                      Ruckelshaus, Chair, Philip  M. Condit,  John F.  Harrigan,
                      Charles  A. Lynch,  Ann D. McLaughlin,  Alfred E. Osborne,
                      Jr. and Elizabeth Crownhart  Vaughan. The Audit  Committee
                      is  responsible for recommending the Company's independent
                      auditors, and reviewing  the scope, costs  and results  of
                      the audit engagement.
 
                      Current  members  of  the  Compensation  and  Stock Option
                      Committee are Elizabeth Crownhart Vaughan, Chair, D. Wayne
                      Gittinger, John F. Harrigan, Ann D. McLaughlin, Alfred  E.
                      Osborne,  Jr. and William D. Ruckelshaus. The Compensation
                      and Stock Option Committee is responsible for  determining
                      the   overall  compensation  levels   of  certain  of  the
                      Company's  executive   officers  and   administering   the
                      Company's stock option plans.
 
                      Current  members  of  the  Committee  on  Organization and
                      Director Affairs are D. Wayne Gittinger, Chair, Charles A.
                      Lynch, Ann D. McLaughlin and Elizabeth Crownhart  Vaughan.
                      The  Committee is  primarily responsible  for recommending
                      director nominees to the Company's Board of Directors. The
                      Committee will  consider recommendations  by  Shareholders
                      for  vacancies on the Board.  Suggestions may be submitted
                      to the Secretary of the Company.
 
7

<PAGE>
COMPENSATION OF
EXECUTIVE OFFICERS IN
THE YEAR ENDED
JANUARY 31, 1996

                      SUMMARY COMPENSATION TABLE
 
                      The following table shows  all the cash compensation  paid
                      or  to be paid by the  Company or any of its subsidiaries,
                      as well  as certain  other compensation  paid or  accrued,
                      during  the fiscal year ended January 31, 1996, to the Co-
                      Chairmen and  three  Executive  Vice  Presidents  for  the
                      periods indicated in all capacities in which they served:
 

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
                                                           Annual Compensation                      Long-Term Compensation
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                    Number
                                            Fiscal                                Other Annual    of Stock          All Other
Name and Principal Position                 Year(1)      Salary       Bonus    Compensation(2)     Options    Compensation(3)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>         <C>         <C>                <C>         <C>
RAYMOND A. JOHNSON                             1995    $344,167          $0               $620       5,651            $11,397
CO-CHAIRMAN                                    1994    $315,000    $315,000               $658       4,495            $11,432
                                               1993    $300,000          $0               $467       6,279            $13,150
- -----------------------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                               1995    $344,167          $0             $1,648       5,651            $10,998
CO-CHAIRMAN                                    1994    $315,000    $315,000               $759       4,495            $12,830
                                               1993    $300,000          $0               $436       6,279            $15,261
- -----------------------------------------------------------------------------------------------------------------------------
JOHN A. GOESLING                               1995    $322,083          $0            $20,354       5,264            $50,715
EXECUTIVE VICE PRESIDENT                       1994    $307,500    $307,500               $754       4,388            $13,109
AND TREASURER                                  1993    $295,000          $0               $405       6,173            $15,493
- -----------------------------------------------------------------------------------------------------------------------------
JACK IRVING                                    1995    $290,000     $44,793            $20,634       4,795            $45,406
EXECUTIVE                                      1994    $255,000    $136,394               $308       3,638            $11,237
VICE PRESIDENT                                 1993    $235,000    $129,727               $163       4,918            $12,857
- -----------------------------------------------------------------------------------------------------------------------------
CYNTHIA C. PAUR                                1995    $267,500     $42,988            $25,144       4,359            $49,160
EXECUTIVE                                      1994    $255,000    $210,649               $882       3,638            $12,476
VICE PRESIDENT                                 1993    $230,000     $50,000             $1,276       4,813            $12,941
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

 
(1)  The fiscal year of the Company  ends January 31. Fiscal years indicated end
January 31 of the following year.
(2) Other Annual Compensation for fiscal year 1995 includes tax reimbursements.
(3) All Other Compensation for fiscal year 1995 includes the following:
 
     Profit Sharing Plan benefit: Mr. Johnson: $7,980; Mr. Whitacre: $7,944; Mr.
     Goesling: $7,938; Mr. Irving: $7,996; Ms. Paur: $7,985.
 
     401(k) Plan benefit: Mr. Whitacre: $2,250; Mr. Goesling: $2,250; Ms.  Paur:
     $2,225.
 
     Premiums on excess life insurance: Mr. Johnson: $3,417; Mr. Whitacre: $804;
     Mr. Goesling: $1,282; Mr. Irving: $1,804; Ms. Paur: $931.
 
     Automobile allowance: Mr. Goesling: $39,245; Mr. Irving: $35,606; Ms. Paur:
     $38,019.
 
                                                                               8

<PAGE>
                      OPTION GRANTS IN LAST FISCAL YEAR
 
                      The  following  table  sets  forth  information concerning
                      option  grants  during  fiscal  year  1995  to  the  named
                      executive officers:
 

<TABLE>
<CAPTION>
 
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
                                                                                              Potential Realizable
                                                     Percent                                    Value at Assumed
                                                    of Total                                 Annual Rates of Stock
                                                     Options                                 Price Appreciation for
                                       Number     Granted to  Exercise or                         Option Terms
                                   of Options   Employees in   Base Price                    ----------------------
Name                               Granted(1)    Fiscal Year    Per Share   Expiration Date         5%          10%
- -------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>            <C>          <C>               <C>        <C>
RAYMOND A. JOHNSON                      2,943          0.70%       $39.00      May 16, 2005    $57,801     $160,025
                                        2,708          0.65%      $42.375      Nov 21, 2005    $72,167     $182,884
- -------------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                        2,943          0.70%       $39.00      May 16, 2005    $57,801     $160,025
                                        2,708          0.65%      $42.375      Nov 21, 2005    $72,167     $182,884
- -------------------------------------------------------------------------------------------------------------------
JOHN A. GOESLING                        2,521          0.60%       $39.00      May 16, 2005    $49,513     $137,079
                                        2,743          0.65%      $42.375      Nov 21, 2005    $73,099     $185,248
- -------------------------------------------------------------------------------------------------------------------
JACK F. IRVING                          2,497          0.60%       $39.00      May 16, 2005    $49,042     $135,774
                                        2,298          0.55%      $42.375      Nov 21, 2005    $61,240     $155,195
- -------------------------------------------------------------------------------------------------------------------
CYNTHIA C. PAUR                         2,270          0.54%       $39.00      May 16, 2005    $44,583     $123,431
                                        2,089          0.50%      $42.375      Nov 21, 2005    $55,671     $141,080
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

 
(1)  Options are granted at the fair  market value of the Company's Common Stock
on the  date of  grant. Absent  contrary action  by the  Compensation and  Stock
Option  Committee  at the  time of  grant, options  vest and  become exercisable
during employment with  the Company ratably  each year over  a four-year  period
from the date of grant. To the extent not already exercisable, options generally
become  exercisable  upon a  sale of  the  Company or  substantially all  of its
assets. During the last fiscal year, the Company granted options to officers and
other key employees on May 16, 1995 and on November 21, 1995.
 
9

<PAGE>
                      OPTION EXERCISES AND YEAR END VALUE TABLE
 
                      The following  table  sets  forth  information  concerning
                      option  exercises  and the  value  of options  held during
                      fiscal year 1995 by the named executive officers:
 

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
                                                                                          Dollar Value of
                                                           Number of Unexercised     Unexercised, in-the-Money
                                 Number of                    Options Held at             Options held at
                                    Shares       Dollar       January 31, 1996          January 31, 1996(1)
                               Acquired on        Value  --------------------------  --------------------------
Name                              Exercise  Realized(1)  Exercisable  Unexercisable  Exercisable  Unexercisable
- ---------------------------------------------------------------------------------------------------------------
<S>                           <C>           <C>          <C>          <C>            <C>          <C>
RAYMOND A. JOHNSON                   5,716      $87,483       29,384         13,561     $222,549        $32,848
- ---------------------------------------------------------------------------------------------------------------
JOHN J. WHITACRE                         0           $0       20,542         13,561     $130,635        $32,848
- ---------------------------------------------------------------------------------------------------------------
JOHN A. GOESLING                     4,398      $64,321       34,574         12,945     $326,158        $31,821
- ---------------------------------------------------------------------------------------------------------------
JACK F. IRVING                       6,368     $186,264       36,917         11,116     $389,334        $25,968
- ---------------------------------------------------------------------------------------------------------------
CYNTHIA C. PAUR                      5,860     $141,373       31,724         10,604     $323,829        $25,377
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

 
(1) Dollar value is based on the  market value of the Company's Common Stock  on
the  date of  exercise or at  January 31,  1996, as the  case may  be, minus the
exercise price.
 
                      PENSION PLAN TABLE
 
                      The following  table  sets  forth  information  concerning
                      estimated  annual benefits  payable to  each of  the named
                      executive  officers  upon  their  retirement  based   upon
                      indicated  years  of  service (without  reduction  for any
                      Profit Sharing Retirement Plan benefits):
 

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
                                          Years of Service(2)
  Average Annual      ------------------------------------------------------------
 Compensation(1)         15           20           25           30           35
- ----------------------------------------------------------------------------------
 
<S>                   <C>          <C>          <C>          <C>          <C>
    125,000           $ 45,000     $ 60,000     $ 75,000     $ 75,000     $ 75,000
    150,000           $ 54,000     $ 72,000     $ 90,000     $ 90,000     $ 90,000
    175,000           $ 63,000     $ 84,000     $105,000     $105,000     $105,000
    200,000           $ 72,000     $ 96,000     $120,000     $120,000     $120,000
    225,000           $ 81,000     $108,000     $135,000     $135,000     $135,000
    250,000           $ 90,000     $120,000     $150,000     $150,000     $150,000
    300,000           $108,000     $144,000     $180,000     $180,000     $180,000
    400,000           $144,000     $192,000     $240,000     $240,000     $240,000
    450,000           $162,000     $216,000     $270,000     $270,000     $270,000
    500,000           $180,000     $240,000     $300,000     $300,000     $300,000
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
</TABLE>

 
(1) The benefits are  payable pursuant to  the Nordstrom Supplemental  Executive
Retirement  Plan, which  covers officers  of the  Company and  its subsidiaries,
including the named executive officers. The benefits are unfunded and limited to
a maximum of 60% of the monthly average compensation (based solely on the yearly
amounts set forth in  the salary and bonus  columns of the Summary  Compensation
Table)  less any  monthly benefits  payable under  the Nordstrom  Profit Sharing
Retirement Plan. The
 
                                                                              10

<PAGE>
normal retirement  benefit  provided  by the  Nordstrom  Supplemental  Executive
Retirement  Plan  is 2.4%  of  the monthly  average  compensation for  the three
highest paying years of the last five  years, multiplied by the number of  years
of service with the Company, up to a maximum of twenty-five years.
(2) The credited years of service to the Company for Raymond A. Johnson, John J.
Whitacre,  John A. Goesling, Jack F. Irving and  Cynthia C. Paur are 26, 19, 18,
29 and 27, respectively.
 
COMPENSATION AND
STOCK OPTION
COMMITTEE
REPORT ON FISCAL YEAR
1995 EXECUTIVE
COMPENSATION
                      The Compensation and Stock  Option Committee is  comprised
                      of   six   non-employee   directors.   The   Committee  is
                      responsible  for  setting  compensation  levels  for   the
                      Co-Chairmen  of the Board  of Directors, the Co-Presidents
                      and the  Executive Vice  Presidents of  the Company.  This
                      Committee  also  consults  with  the  Co-Chairmen  and the
                      Co-Presidents  with  respect   to  the  compensation   and
                      benefits  for  other  officers  and  with  respect  to the
                      benefits for certain other employees of the Company.
 
                      COMPENSATION PHILOSOPHY
 
                      The Company  bases  different portions  of  its  executive
                      compensation  program  on  differing  measures  of Company
                      performance and  Shareholder value.  The Company  believes
                      that  focusing  on  performance measures  based  solely on
                      short-term  changes  in  stock  price  or  on  performance
                      measures  based  solely  on Company  data,  such  as sales
                      increases or  earnings  per share,  will  not  necessarily
                      increase  long-term  Shareholder value.  As a  result, the
                      Company's  compensation  program  currently  reflects  the
                      following themes:
 
                          - A   material  portion  of   compensation  should  be
                            meaningfully related to Company performance.
 
                          - Medium and long-term  Company performance and  value
                            created for Shareholders should be measured by a mix
                            of  factors,  including increases  in  Company stock
                            price, sales increases, earnings per share and other
                            performance related factors.
 
                          - Since the Company  has chosen teams  to oversee  the
                            operations of the Company, compensation
                            opportunities  for  the  Co-Presidents,  who  manage
                            specific areas of  the Company's  business, and  the
                            Co-Chairmen,  who oversee the  overall operations of
                            the Company,  should  be  based  on  the  respective
                            team's  effort and  performance of the  Company as a
                            whole.
 
                          - Compensation  should   play  a   critical  role   in
                            attracting and retaining executives whom the Company
                            deems most able to further its goals.
 
                      The  Company also considers Section 162(m) of the Internal
                      Revenue Code,  which limits  to $1  million per  year  the
                      compensation  expense deduction the  Company may take with
                      respect to each of its executive officers, including those
                      named in the Summary  Compensation Table. Considering  the
                      current  base salary levels of those officers, the Company
                      believes there  is no  risk of  exceeding the  $1  million
                      amount   for  any  such   officers.  The  Company  intends
 
11

<PAGE>
                      to  comply  with  regulations  promulgated  under  Section
                      162(m)  to  qualify both  its  Annual Bonus  Incentive and
                      Stock Option Plans as performance-based exceptions to  the
                      compensation expense deduction limit.
 
                      PAY MIX AND MEASUREMENT
 
                      The  Company's executive compensation  program is based on
                      three components,  each  of  which  furthers  a  differing
                      objective, but all of which together are intended to serve
                      the Company's overall compensation philosophy.
 
                      BASE SALARY.  The Committee reviews the competitive median
                      base  salaries for competitors  in the specialty retailing
                      field, including  companies listed  in Standard  &  Poor's
                      Retail Store Composite referenced in the Performance Graph
                      on  page  15. The  executive  structure of  most  of these
                      companies  does  not   lend  itself   readily  to   direct
                      comparison  with the Company and  its practice of choosing
                      teams  to  manage  the  business  of  the  Company.   With
                      attendant  shared responsibilities, the Company has chosen
                      to set base salary levels  for individuals in these  teams
                      at  levels which are generally not  as high as that of its
                      competitors with a  single chief  executive officer.  Base
                      salary increases or decreases are established on an annual
                      basis  and are based  on this Committee's  view of how the
                      management teams and the respective individuals contribute
                      to  the  overall  performance  of  the  Company.   Overall
                      performance  of  the Company  is measured  by a  number of
                      factors including the Company's earnings, its  performance
                      in   the   real  or   perceived  retail   environment  and
                      competitive conditions, performance versus budget,  growth
                      in  accounts receivable, improvement  in gross margins and
                      this Committee's assessment of management skills. None  of
                      these  factors  is  given greater  weight  than  any other
                      factor. This Committee's review of salary information  for
                      competitors  also enables it to  observe what changes have
                      occurred, if any, in competitors' base salaries.
 
                      ANNUAL BONUS INCENTIVES.   This incentive  is intended  to
                      reflect    the   Company's    belief   that   management's
                      contribution to medium  and long-term Company  performance
                      comes,  in  part,  from  maximizing  Company  earnings per
                      share, division sales, inventory  turn and gross  margins.
                      Annual   bonus   incentives  for   the   Co-Chairmen,  the
                      Co-Presidents and the Executive Vice President who acts as
                      the Chief Financial Officer are based solely on  specified
                      earnings   per   share  target   amounts.   The  Committee
                      considered whether  bonuses to  these officers  should  be
                      based  on sales levels instead  of earnings per share. The
                      Committee  concluded  that   bonus  incentives  to   these
                      officers  should  be tied  to  earnings per  share amounts
                      because  increases   in  earnings   per  share   generally
                      presuppose   increases  in  sales  volumes.  Annual  bonus
                      incentives for  the other  Executive Vice  Presidents  are
                      based  on  various  combinations  of  earnings  per share,
                      division sales, inventory turn,  gross margin and  expense
                      control  targets. The amount of  the respective bonuses is
                      based  on  these  targets   which,  in  turn,  relate   to
                      pre-established percentages
 
                                                                              12

<PAGE>
                      of   the  respective  base   salaries.  Under  this  plan,
                      executive officers  do not  receive any  bonus  incentives
                      until  the applicable minimum specified performance target
                      is achieved. Bonuses for fiscal  year 1995 were paid  only
                      to  those executive officers who  were subject to division
                      sales,  inventory  turn  and  gross  margin  targets.  The
                      performance  targets have not been  waived for purposes of
                      these bonus incentives for any year covered by the Summary
                      Compensation Table.
 
                      LONG-TERM INCENTIVES.  STOCK OPTIONS.  The 1977  Nordstrom
                      Stock  Option Plan  expired on  August 16,  1987. The 1977
                      Plan authorized granting options  to key employees or  key
                      managerial  personnel of the Company and its subsidiaries.
                      A  number  of  options  granted  under  this  Plan  remain
                      outstanding. The 1987 Nordstrom Stock Option Plan, adopted
                      for  a  term  of  10  years  beginning  August  16,  1987,
                      authorizes  granting  options  to  key  employees  or  key
                      managerial  personnel of the Company and its subsidiaries.
                      Both the 1977 and 1987 Stock Option Plans are administered
                      by the Committee.
 
                      Under the 1987 Plan, stock  options may be granted to  the
                      named  executive  officers  and other  key  employees. The
                      option  incentive  component  of  the  total  compensation
                      package  is intended to retain  and motivate executives to
                      improve long-term stock market performance and to increase
                      Shareholder value. Stock options  are granted at the  fair
                      market  value of the Company's  Common Stock and will only
                      have value if the Company's stock price increases from the
                      time of  the  award.  Vesting  of  options  occurs  during
                      employment  with the Company upon  each anniversary of the
                      award, with full vesting  generally after the fourth  year
                      following   an  award.  Accordingly,  executives  must  be
                      employed by the Company at the time of vesting in order to
                      benefit from  the  award.  The  number  of  stock  options
                      granted   to  the   named  executive   officers  has  been
                      determined by the Committee pursuant to a formula used for
                      all plan participants, without reference to the number  of
                      stock options granted previously. Pursuant to the formula,
                      the  number of  option shares  granted corresponds  to the
                      number of underlying Company shares that would produce  an
                      amount  equal to  50% of the  participant's yearly salary,
                      assuming an annual 12% growth rate in the Company's Common
                      Stock price over  a five-year period.  Stock options  have
                      been  granted semi-annually in May  and November, with one
                      half of the formula value of the option award granted each
                      time.  Since  the   formula  is  keyed   to  salary,   the
                      performance factors discussed in the Base Salary paragraph
                      also  would  apply  to this  compensation  component. This
                      Committee reserves the  right to change  or eliminate  the
                      formula at any time but has no present intention to do so.
 
                      RETIREMENT/SAVINGS.      The   Nordstrom   Profit  Sharing
                      Retirement Plan  was established  in 1951  and covers  all
                      regular,  full-time  employees  of  the  Company  and  its
                      subsidiaries,  including  the  named  executive  officers.
                      Except   for  the  401(k)  feature  described  below,  the
                      Retirement Plan, which is qualified
 
13

<PAGE>
                      under Internal  Revenue  Code Section  401(a),  is  funded
                      solely  by the Company. The  Board of Directors determines
                      annually an amount to be contributed by the Company to the
                      Retirement Plan. Allocation of the Company's  contribution
                      to  each participant's account  is pro rata,  based on one
                      unit of credit for  each year of service  and one unit  of
                      credit for each $100 of compensation. For purposes of this
                      latter  calculation, compensation  is limited  to $150,000
                      for calendar year 1995.
 
                      The 401(k)  feature  of  the  Retirement  Plan  allows  an
                      employee  to defer  a portion  of his  or her compensation
                      under  Section  401(k)  of  the  Internal  Revenue   Code.
                      Eligibility  for  this  feature occurs  as  of  February 1
                      following or coinciding with the employee's date of  hire.
                      Once  eligible, the employee may elect to have the Company
                      pay from 1% to 10% of the employee's compensation, up to a
                      maximum  of  $9,240  for   calendar  year  1995,  to   the
                      Retirement  Plan  instead  of paying  that  amount  to the
                      employee.  The  Company  matches  25%  of  the  employee's
                      contribution  up  to  6% of  the  employee's compensation.
                      Monies in the account are invested at the direction of the
                      employee among  one or  more of  six funds,  one of  which
                      consists of Common Stock of the Company. Distributions are
                      made  at  normal  retirement  or  earlier  termination  of
                      employment,  and  for  terminal  illness,  disability   or
                      hardship.
 
                      The   Nordstrom  Supplemental  Executive  Retirement  Plan
                      provides retirement benefits to certain executives and key
                      employees of the  Company. This Plan  is described in  the
                      note to the Pension Plan Table above.
 
COMPENSATION OF THE
CO-CHAIRMEN
                      Base  salaries for  the two Co-Chairmen  are determined by
                      overall Company performance.  Overall Company  performance
                      is measured by a number of factors including the Company's
                      earnings,   real  or  perceived   retail  environment  and
                      competitive conditions, performance versus budget,  growth
                      in  accounts receivable, improvement  in gross margins and
                      this Committee's assessment of management skills. None  of
                      these  factors  is  given greater  weight  than  any other
                      factor. For fiscal year 1995, the base salaries of the Co-
                      Chairmen were increased by approximately nine percent over
                      their base  salaries  of  the  previous  year  to  reflect
                      moderate  growth  in overall  Company  performance. Annual
                      bonus incentives for the  Co-Chairmen are based solely  on
                      earnings  per share targets as previously described. Those
                      earnings  per  share   targets  were  not   met  and   the
                      Co-Chairmen  did  not receive  any  bonus for  fiscal year
                      1995. The Co-Chairmen received stock options during fiscal
                      year 1995  pursuant  to the  formula  used for  all  Stock
                      Option Plan participants
 
                                                                              14

<PAGE>
                      as   previously  described.  The  Committee  believes  the
                      Company has an  appropriate mix of  incentives to  attract
                      high  quality executive  officers and  to reward  them for
                      continued, loyal service to the Company.
 
                                           COMPENSATION AND STOCK OPTION
                                           COMMITTEE
 
                                           Elizabeth Crownhart Vaughan, Chair
                                           D. Wayne Gittinger
                                           John F. Harrigan
                                           Ann D. McLaughlin
                                           Alfred E. Osborne, Jr.
                                           William D. Ruckelshaus
 
STOCK PRICE
P
ERFORMANCE
                      PERFORMANCE GRAPH
 
                      The following graph  compares for  each of  the last  five
                      fiscal years ending January 31 the cumulative total return
                      of  Company Common Stock, Standard  & Poor's 500 Index and
                      Standard & Poor's Retail  Store Composite. The  cumulative
                      total return of Company Common Stock assumes $100 invested
                      on  January 31, 1991  in Nordstrom, Inc.  Common Stock and
                      assumes reinvestment of dividends.
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 

<TABLE>
<CAPTION>
            STANDARD & POOR'S       S&P RETAIL       NORDSTROM, INC.
<S>        <C>                  <C>                  <C>
                     500 Index     Stores Composite      Common Stock
1991                       100                  100               100
1992                       119                  137               136
1993                       128                  162               145
1994                       140                  154               131
1995                       137                  140               153
1996                       185                  156               150
</TABLE>

 
15

<PAGE>

COMPENSATION OF
DIRECTORS
                      Employee directors of  the Company are  not paid any  fees
                      for   serving  as  members  of  the  Board  or  any  Board
                      committee.  Non-employee  directors  are  paid  a   yearly
                      retainer  of $15,000  and a fee  of $1,000  for each Board
                      meeting and $1,000  for each  committee meeting  attended,
                      together  with reasonable traveling  expenses. Pursuant to
                      the  1993  Non-Employee  Director  Stock  Incentive  Plan,
                      immediately  following each Annual Meeting of Shareholders
                      non-employee directors also receive that number of  shares
                      of  Company  Common Stock  having a  fair market  value of
                      $10,000,  plus  a   $4,000  cash  award   to  offset   tax
                      obligations attributable to the stock award.
 
COMPENSATION
COMMITTEE INTERLOCKS
AND INSIDER
PARTICIPATION
                      None  of the members of  the Compensation and Stock Option
                      Committee is or  has been  an officer or  employee of  the
                      Company  or any of its subsidiaries. D. Wayne Gittinger, a
                      director of the Company and  a member of the  Compensation
                      and  Stock Option Committee, is a  partner in the law firm
                      of Lane  Powell  Spears  Lubersky,  which  rendered  legal
                      services to the Company during the past fiscal year.
 
P
ROPOSAL 2:
RATIFICATION OF
APPOINTMENT OF
AUDITORS
                      The  Board of Directors, acting upon the recommendation of
                      the Audit Committee, has appointed the independent  public
                      accounting  firm  of  Deloitte  &  Touche  LLP  to  be the
                      Company's auditors for fiscal year  1996. As in the  past,
                      the  Board has  determined that  it would  be desirable to
                      request   ratification   of   its   appointment   by   the
                      Shareholders  of the  Company. If the  Shareholders do not
                      ratify the  appointment  of  Deloitte &  Touche  LLP,  the
                      appointment  of  independent  public  accountants  will be
                      reconsidered by the Board. A representative of Deloitte  &
                      Touche  LLP will  be present  at the  Annual Meeting, will
                      have the opportunity to make a  statement if he or she  so
                      desires  and will  be available to  respond to appropriate
                      questions.
 
                      The Board of Directors recommends ratification of Deloitte
                      & Touche LLP as auditors for the Company.
 
SOLICITATION OF
PROXIES
                      All expenses of  proxy solicitation  will be  paid by  the
                      Company. Solicitation of proxies will be made primarily by
                      mail,  but proxies  may also  be solicited  personally, by
                      telephone and  by telegraph  and by  regular officers  and
                      employees  of the  Company who will  receive no additional
                      compensation for their services. Brokers or other  persons
                      holding  shares in their names or in the names of nominees
                      will be reimbursed their  reasonable expenses for  sending
                      proxy  material to principals and obtaining their proxies.
                      In addition, the Company  has retained Corporate  Investor
                      Communications,  Inc. to aid in the Company's solicitation
                      for  an  estimated  fee   of  $6,000  plus   out-of-pocket
                      expenses.
 

COMPLIANCE WITH
SECTION 16(A) OF
THE EXCHANGE ACT
OF 1934               Based  solely  on its  review  of copies  of  reports made
                      pursuant to Section 16(a)  of the Securities Exchange  Act
                      of  1934 and the related regulations, the Company believes
                      that during  fiscal  year  1995  all  filing  requirements
                      applicable  to  its directors,  executive officers  and 10
                      percent shareholders were satisfied.
 
                                                                              16

<PAGE>
 
O
THER MATTERS
                      The Board of Directors  of the Company  knows of no  other
                      matters  that may come before the meeting. However, if any
                      other matters should properly  come before the meeting  or
                      any  adjournment  thereof,  it  is  the  intention  of the
                      persons named in the Proxy to vote the Proxy in accordance
                      with their best judgment.
 
SHAREHOLDER
PROPOSALS FOR 1997
ANNUAL MEETING
                      Proposals   for   Shareholder   action   which    eligible
                      Shareholders  wish to have included in the Company's Proxy
                      Statement mailed to  Shareholders in  connection with  the
                      Company's  1997  Annual Meeting  must  be received  by the
                      Company at its  principal executive offices  on or  before
                      November 30, 1996.
 
                      By Order of the Board of Directors,
 
                      KAREN E. PURPUR
                      Secretary
 
                      Seattle, Washington
                      March 29, 1996
 
17

<PAGE>
                                     [LOGO]
 
                                [RECYCLED LOGO]
                           Printed on Recycled Paper


<PAGE>

PROXY

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                                NORDSTROM, INC.
                   1501 FIFTH AVENUE, SEATTLE, WA 98101-1603

    By signing this Proxy, the Shareholder appoints D. Wayne Gittinger and 
Karen E. Purpur, or either of them, with full power of substitution, proxies to 
vote all shares of stock of the undersigned entitled to vote at the Annual 
Meeting of Shareholders of Nordstrom, Inc. to be held May 21, 1996 in 
Alexandria, Virginia, at 11:00 a.m., Eastern Time, and any adjournment thereof, 
with all power the Shareholder would possess if personally present.

    This Proxy will be voted in accordance with the instructions given. Unless 
revoked or otherwise instructed, the shares represented by this Proxy will be 
voted for proposals 1 and 2 and will be voted in accordance with the discretion 
of the proxies upon all other matters which may come before the meeting or any 
adjournment thereof.
  
Please Mark, Date, Sign and Return this proxy card promptly using the enclosed
                            postage-paid envelope.

- -------------------------------------------------------------------------------

                           ^  FOLD AND DETACH HERE  ^

                             WE INVITE YOU TO ACCESS 
                          A NORDSTROM PERSONAL SHOPPER
                                ON-LINE THROUGH:

                        NORDSTROM PERSONAL TOUCH AMERICA
                        --------------------------------

               Our Internet e-mail address: 6870401@mcimail.com

    Our Internet website: http://www.internetmci.com/marketplace/nordstrom

  WHEREVER YOU LIVE IN THE WORLD, NPTA OFFERS YOU THE ASSISTANCE OF YOUR OWN
PERSONAL SHOPPER--SOMEONE RIGHT IN OUR STORE WHO WILL LISTEN TO YOU, GET TO KNOW
    YOU, RESPOND TO YOUR INQUIRIES AND FILL YOUR ORDER EVERY TIME YOU SHOP.

              IF YOU PREFER, CONTACT US BY FAX AT (206) 628-1441,
                         OR BY PHONE AT (206) 628-1435.

                                   NORDSTROM


<PAGE>

                         Please mark your votes as indicated in this example

                                                                         /X/

                                FOR all nominees   
                              (except as indicated         WITHHOLD AUTHORITY
                              to the contrary below)    to vote for all nominees


PROPOSAL 1-ELECTION OF               / /                          / /
DIRECTORS
P. M. Condit, D. W. Gittinger, 
R. A. Johnson, C. A. Lynch, 
A. D. McLaughlin, J. A. McMillan, 
B. A. Nordstrom, J. N. Nordstrom, 
A. E. Osborne, Jr., 
W. D. Ruckelshaus, 
E. C. Vaughan, J. J. Whitacre

To withhold authority to vote for any individual nominee, write that nominee's
name on the space provided below.


____________________________________________________________________

                                                     FOR     AGAINST     ABSTAIN

PROPOSAL 2-RATIFICATION OF APPOINTMENT OF AUDITORS   / /       / /         / /

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS 
AS MAY PROPERLY COME BEFORE THE MEETING. The Board of Directors at present 
knows of no other matters to be brought before the meeting.

Signature(s) _______________________________________   Dated______________, 1996

PLEASE SIGN AS NAME APPEARS ON THIS PROXY. Joint signers should each sign. 
Trustees, Guardians, Personal and other Representatives, please indicate full 
title.

- -------------------------------------------------------------------------------

                          ^  FOLD AND DETACH HERE  ^


                               BE ON THE LOOKOUT
                          FOR A NEW NORDSTROM NEAR YOU
                          ----------------------------


  OPENING FALL 1996          OPENING SPRING 1997      OPENING SPRING 1998*

  TROY, MICHIGAN            BELLEVUE, WASHINGTON         ATLANTA, GEORGIA
SOMERSET COLLECTION NORTH   FACTORIA MALL (RACK)          PERIMETER MALL

  DENVER, COLORADO                                    OVERLAND PARK, KANSAS
  PARK MEADOWS MALL          OPENING FALL 1997            OAK PARK MALL

 COSTA MESA, CALIFORNIA    LONG ISLAND, NEW YORK      LONG ISLAND, NEW YORK
  METRO POINTE (RACK)         ROOSEVELT FIELD      THE MALL AT THE SOURCE (RACK)

                         WEST HARTFORD, CONNECTICUT    SEATTLE, WASHINGTON
                              WESTFARMS MALL                 DOWNTOWN

                             BEACHWOOD, OHIO
                             BEACHWOOD PLACE           OPENING FALL 1998*

                                                       NORFOLK, VIRGINIA
                                                        MACARTHUR CENTER

                                                    PROVIDENCE, RHODE ISLAND
                                                        PROVIDENCE PLACE

                                                      SCOTTSDALE, ARIZONA
                                NORDSTROM           SCOTTSDALE FASHION SQUARE

                                                           * TENTATIVE 



<PAGE>

PROXY

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                                NORDSTROM, INC.
                   1501 FIFTH AVENUE, SEATTLE, WA 98101-1603

    By signing this Proxy, the Shareholder appoints D. Wayne Gittinger and 
Karen E. Purpur, or either of them, with full power of substitution, proxies to 
vote all shares of stock of the undersigned entitled to vote at the Annual 
Meeting of Shareholders of Nordstrom, Inc. to be held May 21, 1996 in 
Alexandria, Virginia, at 11:00 a.m., Eastern Time, and any adjournment thereof, 
with all power the Shareholder would possess if personally present.

    This Proxy will be voted in accordance with the instructions given. Unless 
revoked or otherwise instructed, the shares represented by this Proxy will be 
voted for proposals 1 and 2 and will be voted in accordance with the discretion 
of the proxies upon all other matters which may come before the meeting or any 
adjournment thereof.
  
Please Mark, Date, Sign and Return this proxy card promptly using the enclosed
                            postage-paid envelope.

- -------------------------------------------------------------------------------

                           ^  FOLD AND DETACH HERE  ^

DEAR PLAN PARTICIPANT,



SINCE YOU HAVE A PORTION OF YOUR NORDSTROM P.S. PLUS 401(k) ACCOUNT IN THE 
NORDSTROM STOCK FUND, YOU HAVE THE RIGHT TO VOTE THE SHARES OF NORDSTROM 
STOCK HELD FOR YOUR ACCOUNT. THIS SAME PROXY AND VOTING INFORMATION IS 
FURNISHED TO ALL NORDSTROM SHAREHOLDERS.

THE TRUSTEE OF THE NORDSTROM STOCK FUND (FIRST INTERSTATE BANK OF WASHINGTON, 
N.A.) WILL RECEIVE YOUR SIGNED PROXY AND INSTRUCTIONS, AND THOSE MADE BY 
OTHER PARTICIPANTS, AND CAST THE RESULTING VOTE ON BEHALF OF THE FUND AS A 
WHOLE TO THE COMPANY. YOUR VOTE WILL BE KEPT IN STRICT CONFIDENCE BY THE 
TRUSTEE.

                          YOUR VOTE IS VERY IMPORTANT

PLEASE RETURN ONLY THIS PROXY CARD IN THE ENCLOSED ENVELOPE. DO NOT COMBINE 
              ----
IT WITH ANY OTHER PROXY CARDS YOU MAY RECEIVE AS THEY MAY BE TABULATED BY A 
DIFFERENT SYSTEM. YOU MUST EXECUTE AND RETURN THIS PROXY CARD IF YOU WISH TO 
VOTE THESE SHARES.

                                   NORDSTROM


<PAGE>

                         Please mark your votes as indicated in this example

                                                                         /X/

                                FOR all nominees   
                              (except as indicated         WITHHOLD AUTHORITY
                              to the contrary below)    to vote for all nominees

P
ROPOSAL 1-ELECTION OF               / /                          / /
DIRECTORS
P. M. Condit, D. W. Gittinger, 
R. A. Johnson, C. A. Lynch, 
A. D. McLaughlin, J. A. McMillan, 
B. A. Nordstrom, J. N. Nordstrom, 
A. E. Osborne, Jr., 
W. D. Ruckelshaus, 
E. C. Vaughan, J. J. Whitacre

To withhold authority to vote for any individual nominee, write that nominee's
name on the space provided below.


____________________________________________________________________

                                                     FOR     AGAINST     ABSTAIN

PROPOSAL 2-RATIFICATION OF APPOINTMENT OF AUDITORS   / /       / /         / /

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS 
AS MAY PROPERLY COME BEFORE THE MEETING. The Board of Directors at present 
knows of no other matters to be brought before the meeting.

Signature(s) _______________________________________   Dated______________, 1996

PLEASE SIGN AS NAME APPEARS ON THIS PROXY. Joint signers should each sign. 
Trustees, Guardians, Personal and other Representatives, please indicate full 
title.

- -------------------------------------------------------------------------------

                          ^  FOLD AND DETACH HERE  ^


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                          FOR A NEW NORDSTROM NEAR YOU
                          ----------------------------


  OPENING FALL 1996          OPENING SPRING 1997      OPENING SPRING 1998*

  TROY, MICHIGAN            BELLEVUE, WASHINGTON         ATLANTA, GEORGIA
SOMERSET COLLECTION NORTH   FACTORIA MALL (RACK)          PERIMETER MALL

  DENVER, COLORADO                                    OVERLAND PARK, KANSAS
  PARK MEADOWS MALL          OPENING FALL 1997            OAK PARK MALL

 COSTA MESA, CALIFORNIA    LONG ISLAND, NEW YORK      LONG ISLAND, NEW YORK
  METRO POINTE (RACK)         ROOSEVELT FIELD      THE MALL AT THE SOURCE (RACK)

                         WEST HARTFORD, CONNECTICUT    SEATTLE, WASHINGTON
                              WESTFARMS MALL                 DOWNTOWN

                             BEACHWOOD, OHIO
                             BEACHWOOD PLACE           OPENING FALL 1998*

                                                       NORFOLK, VIRGINIA
                                                        MACARTHUR CENTER

                                                    PROVIDENCE, RHODE ISLAND
                                                        PROVIDENCE PLACE

                                                      SCOTTSDALE, ARIZONA
                                NORDSTROM           SCOTTSDALE FASHION SQUARE

                                                           * TENTATIVE