<PAGE>


                               UNITED STATES 
                     SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549 
 
                                 FORM 10-K 
 
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 
 
    For the fiscal year ended January 31, 1997 
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 
 
    For the transition period from _______ to _______ 
 
                      Commission file number 0-6074 
 
                            Nordstrom, Inc. 
        ______________________________________________________ 
        (Exact name of Registrant as specified in its charter) 
 
              Washington                          91-0515058 
  _______________________________              __________________ 
  (State or other jurisdiction of                (IRS employer 
   incorporation or organization)              Identification No.) 
 
              1501 Fifth Avenue, Seattle, Washington  98101 
          ______________________________________________________ 
            (Address of principal executive office)  (Zip code) 
 
   Registrant's telephone number, including area code:  206-628-2111 
 
     Securities registered pursuant to Section 12(b) of the Act: 
                               None 
 
     Securities registered pursuant to Section 12(g) of the Act: 
 
                   Common Stock, without par value 
                 ____________________________________ 
                           (Title of class) 
 
Indicate by check mark whether the Registrant (1) has filed all reports  
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of  
1934 during the preceding 12 months (or for such shorter period that the  
Registrant was required to file such reports), and (2) has been subject to  
such filing requirements for the past 90 days. YES /X/  NO / / 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the  
best of Registrant's knowledge, in definitive proxy or information statements  
incorporated by reference in Part III of this Form 10-K or any amendment to  
this Form 10-K.  /X/ 
 
 
 
 
                                    1 of 14 

<PAGE>


On March 17, 1997, 78,682,335 shares of common stock were outstanding, and  
the aggregate market value of those shares (based upon the closing price as  
reported by NASDAQ) held by non-affiliates was approximately $1.9 billion.  
 
 
                   Documents Incorporated by Reference:  
Portions of Nordstrom, Inc. 1996 Annual Report to Shareholders  
    (Parts I, II and IV) 
Portions of Proxy Statement for 1997 Annual Meeting of Shareholders  
    (Part III) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                    2 of 14 

<PAGE>

                                 PART I 

Item 1.  Business. 
- ------------------ 
 
Nordstrom, Inc. (the "Company") was incorporated in the State of Washington in  
1946 as successor to a retail shoe business started in 1901. As of January 31,  
1997, the Company operates 62 large specialty stores in Alaska, California,  
Colorado, Illinois, Indiana, Maryland, Michigan, Minnesota, New Jersey, New
York, Oregon, Pennsylvania, Texas, Utah, Virginia, and Washington, selling a
wide selection of apparel, shoes and accessories for women, men and children. 
 
The Company also operates nineteen stores under the name "Nordstrom Rack" and  
one clearance store which serve as outlets for clearance merchandise from the  
Company's large specialty stores.  The Racks also purchase merchandise  
directly from manufacturers.  The Racks are located in California, Illinois,  
Maryland, Oregon, Pennsylvania, Utah, Virginia, and Washington.  
 
The Company also operates a men's specialty boutique in New York under the
name "Faconnable", and leased shoe departments in twelve department stores in
Hawaii and Guam.  The licenses for the leased shoe departments have been 
terminated effective November 17, 1997.  In addition, the Company operates a 
Direct Sales Division which commenced operations in January 1994 with the 
mailing of its first catalog. 
 
In August 1997, the Company will open a large specialty store in Long Island,
New York and two more large specialty stores in West Hartford, Connecticut and
Cleveland, Ohio in September 1997.  In February 1997, the Company opened two
new Rack stores in Southern California, which replaced existing Rack 
locations.  The Company will open two new Racks in Bellevue, Washington, in 
May 1997 and in Hempstead, New York, in September 1997.  The Company also
plans to open a men's and women's Faconnable boutique in Beverly Hills,
California in September to complete its planned new store opening schedule 
for 1997.  In 1998, three new large specialty stores are planned to open in 
Atlanta, Georgia, Overland Park, Kansas, and Scottsdale, Arizona.  In 1998, 
the Company also plans to open a new flagship store in downtown Seattle,
Washington, and to remodel a store in San Diego, California.

The Company regularly employs on a full or part-time basis an average of  
approximately 39,600 employees.  Due to the seasonal nature of the Company's  
business, the number increased to approximately 46,000 employees in July for  
the Company's anniversary sale, and in December for the Christmas selling 
season. 
 
The Company's business is highly competitive.  Its stores compete with other  
national, regional and local retail establishments within its operating areas  
which carry similar lines of merchandise, including department stores, 
specialty stores, boutiques and mail order businesses.  The Company  
believes the principal methods of competing in its industry include customer 
service, value, fashion, advertising, store location and depth of selection. 
 
Certain other information required under Item 1 is contained within the  
following sections of the Company's 1996 Annual Report to Shareholders, which  
sections are incorporated by reference herein from Exhibit 13.1 of this  
report: 
           Message to Our Shareholders

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

                                    3 of 14 

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

<TABLE>
<CAPTION>
                                               Officer 
       Name          Age      Title             Since      Family Relationship 
- -------------------- --- ------------------    -------     ------------------- 
<S>                  <C>  <C>                  <C>     <C>
Jammie Baugh         43   Executive Vice        1990              None 
                           President 
 
Gail A. Cottle       45   Executive Vice        1985              None 
                           President 
 
John A. Goesling     51   Executive Vice        1980              None 
                           President and Treasurer 
 
Jack F. Irving       52   Executive Vice        1980              None 
                           President 
 
Blake W. Nordstrom   36   Co-President          1991   Brother of Erik B. and 
                                                         Peter E. Nordstrom 
 
Erik B. Nordstrom    33   Co-President          1995   Brother of Blake W. and 
                                                         Peter E. Nordstrom 
 
J. Daniel Nordstrom  34   Co-President          1995   Brother of William E. 
                                                         Nordstrom and cousin
                                                         of James A. Nordstrom
 
James A. Nordstrom   35   Co-President          1991   Cousin of J. Daniel and 
                                                         William E. Nordstrom 
 
Peter E. Nordstrom   34   Co-President          1995   Brother of Blake W. and 
                                                         Erik B. Nordstrom 
 
William E. Nordstrom 33   Co-President          1995   Brother of J. Daniel 
                                                         Nordstrom and cousin
                                                         of James A. Nordstrom
 
John C. Walgamott    51   President of          1991            None 
                           Nordstrom Credit, Inc. 
                           and Nordstrom National 
                           Credit Bank 
 
John J. Whitacre     44   Chairman of the       1989            None 
                           Board of Directors 
<FN>
All of the above people that have not been officers for the past five years  
have been full-time employees of the Company during that period.  The officers  
are re-elected annually by the Board of Directors following each year's Annual  
Meeting of Shareholders.  Each officer is elected for a term of one year and
until a successor is elected and qualifies. 
</TABLE>





                                    4 of 14 

<PAGE>

 

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

<TABLE>
The following table summarizes at January 31, 1997 the number of stores owned  
or operated by the Company and the percentage of total store area represented  
by each listed category: 
<CAPTION>
                                     Number of     % of total store 
                                      stores        square footage 
                                     ---------     ---------------- 
         <S>                         <C>           <C>
         Owned Stores                   21                25% 
         Leased Stores                  30                19 
         Owned on leased land           29                51 
         Partly owned & partly leased    3                 5 
                                     ---------     ---------------- 
                                        83               100% 
                                     =========     ================ 
</TABLE>

The Company also operates seven merchandise distribution centers, five of  
which are owned and two of which are leased. The Company leases its principal  
offices in Seattle, Washington, and owns an office building in the Denver,  
Colorado metropolitan area which serves as the principal offices of Nordstrom  
Credit, Inc. and Nordstrom National Credit Bank. 
 
Certain other information required under this item is included in the  
following sections of the Company's 1996 Annual Report to Shareholders, which  
sections are incorporated by reference herein from Exhibit 13.1 of this 
report:  
 
           Note 6 in Notes to Consolidated Financial Statements 
           Retail Store Facilities 
 
 

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

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


                                    5 of 14 

<PAGE>

                                PART II 

Item 5.  Market for Registrant's Common Equity and Related Stockholder 
         Matters. 
- ---------------------------------------------------------------------- 
 
The Company's Common Stock, without par value, is traded on the NASDAQ
National Market under the symbol "NOBE."  The approximate number of  
holders of Common Stock as of March 17, 1997 was 74,000. 
 
Certain other information required under this item with respect to stock  
prices and dividends is included in the following sections of the Company's  
1996 Annual Report to Shareholders, which sections are incorporated by  
reference herein from Exhibit 13.1 of this report: 
 
           Financial Highlights 
           Stock Trading 
           Consolidated Statements of Shareholders' Equity 
           Note 8 in Notes to Consolidated Financial Statements 
           Note 13 in Notes to Consolidated Financial Statements 
 

Item 6.  Selected Financial Data. 
- --------------------------------- 
 
The information required under this item is included in the following section  
of the Company's 1996 Annual Report to Shareholders, which section is  
incorporated by reference herein from Exhibit 13.1 of this report: 
 
           Ten-Year Statistical Summary 
 

Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations. 
- ------------------------------------------------------------------------ 
 
The information required under this item is included in the following section  
of the Company's 1996 Annual Report to Shareholders, which sections are  
incorporated by reference herein from Exhibit 13.1 of this report: 
 
           Management Discussion and Analysis 
           Note 5 in Notes to Consolidated Financial Statements
 

Item 8.  Financial Statements and Supplementary Data. 
- ----------------------------------------------------- 

The information required under this item is included in the following
sections of the Company's 1996 Annual Report to Shareholders, which sections
are incorporated by reference herein from Exhibit 13.1 of this report: 
 
           Consolidated Statements of Earnings 
           Consolidated Balance Sheets 
           Consolidated Statements of Shareholders' Equity 
           Consolidated Statements of Cash Flows 

           Notes to Consolidated Financial Statements 

           Independent Auditors' Report 


I
tem 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure. 
- ------------------------------------------------------------------------ 
         None 
 
                                    6 of 14 

<PAGE>

                                PART III 
 

Item 10. Directors and Executive Officers of the Registrant. 
- ------------------------------------------------------------ 
 
The information required under this item with respect to the Company's  
Directors and compliance with Section 16(a) of the Exchange Act is included in  
the following sections of the Company's Proxy Statement for its 1997 Annual  
Meeting of Shareholders, which sections are incorporated by reference herein  
and will be filed within 120 days after the end of the Company's fiscal year:  
 
           Election of Directors 
           Compliance with Section 16(a) of the Exchange Act of 1934 
 
The information required under this item with respect to the Company's  
Executive Officers is incorporated by reference from Part I, Item 1 of this  
report under "Executive Officers of the Registrant". 
 
 

Item 11. Executive Compensation. 
- -------------------------------- 
 
The information required under this item is included in the following sections  
of the Company's Proxy Statement for its 1997 Annual Meeting of Shareholders,  
which sections are incorporated by reference herein and will be filed within  
120 days after the end of the Company's fiscal year: 
 
           Compensation of Executive Officers in the Year Ended 
              January 31, 1997 

           Compensation and Stock Option Committee Report on Fiscal Year 
              1996 Executive Compensation 
           Stock Price Performance 
           Compensation of Directors 
           Compensation Committee Interlocks and Insider Participation 
 

Item 12. Security Ownership of Certain Beneficial Owners and Management. 
- ------------------------------------------------------------------------ 
 
The information required under this item is included in the following section
of the Company's Proxy Statement for its 1997 Annual Meeting of Shareholders,
which section is incorporated by reference herein and will be filed within 120
days after the end of the Company's fiscal year: 
 
           Security Ownership of Certain Beneficial Owners and Management
 

Item 13. Certain Relationships and Related Transactions. 
- -------------------------------------------------------- 
 
The information required under this item is included in the following sections 
of the Company's Proxy Statement for its 1997 Annual Meeting of Shareholders, 
which sections are incorporated by reference herein and will be filed within 
120 days after the end of the Company's fiscal year: 
 
         Election of Directors 
         Compensation Committee Interlocks and Insider Participation 
 
 


                                    7 of 14

<PAGE>

                                PART IV 
 

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

         Notes to Consolidated Financial Statements 
         Independent Auditors' Report 
 
(a)2.    Financial Statement Schedules 
         ----------------------------- 
 
                                                                    Page 
                                                                    ---- 
         Independent Auditors' Consent and Report on Schedule        13 
         II - Valuation and Qualifying Accounts                      14 
 
         Other schedules for which provision is made in Regulation S-X are not  
         required, are inapplicable, or the information is included in the  
         Company's 1996 Annual Report to Shareholders as incorporated by  
         reference herein from Exhibit 13.1 of this report. 
  
(a)3. Exhibits 
      -------- 
 
     (3.1)  Articles of Incorporation of the Registrant are hereby  
            incorporated by reference from the Registrant's Form 10-K for the  
            year ended January 31, 1989, Exhibit A. 
 
     (3.2)  By-laws of the Registrant, as amended, are filed herein as an
            Exhibit.
 
     (4.1)  The Indenture between Nordstrom Credit, Inc. (a wholly-owned  
            subsidiary of the Registrant) and Norwest Bank Colorado, N.A.,
            as successor trustee, dated November 15, 1984, the First
            Supplement thereto dated January 15, 1988, the Second Supplement
            thereto dated June 1, 1989 and the Third Supplement thereto dated
            October 19, 1990 are hereby incorporated by reference from 
            Registration No. 33-3765, Exhibit 4.2; Registration No. 33-19743,
            Exhibit 4.2; Registration No. 33-29193, Exhibit 4.3; and the 
            Nordstrom Credit, Inc. Annual Report on Form 10-K (SEC File No.
            0-12994) for the year ended January 31, 1991, Exhibit 4.2, 
            respectively. 
 
            Securities authorized under each of any other long-term debt  
            instruments of the Company or its subsidiaries do not exceed 10%  
            of the consolidated total assets of the Company and its  
            subsidiaries.  The Company will furnish a copy of any such long-  
            term debt instrument or agreement to the Commission upon request. 
 
                                    8 of 14

<PAGE>
(a)3.  Exhibits (continued)
       --------------------

     (4.2)  Trustee Resignation of Wells Fargo Bank (Colorado), N.A., (as  
            successor to First Interstate Bank of Denver, N.A.), dated
            March 20, 1997 is filed herein as an Exhibit.
 
     (4.3)  Trustee Acceptance of Norwest Bank Colorado, N.A., dated
            March 20, 1997 is filed herein as an Exhibit. 
 
    (10.1)  Operating Agreement dated August 30, 1991 between Nordstrom  
            Credit, Inc. and Nordstrom National Credit Bank is hereby  
            incorporated by reference from the Nordstrom Credit, Inc.  
            Quarterly Report on Form 10-Q (SEC File No. 0-12994) for the  
            quarter ended July 31, 1991, Exhibit 10.1, as amended.  
 
    (10.2)  Merchant Agreement dated August 30, 1991 between Registrant and  
            Nordstrom National Credit Bank is hereby incorporated by reference  
            from the Registrant's Quarterly Report on Form 10-Q for the  
            quarter ended July 31, 1991, Exhibit 10.1. 
 
    (10.3)  The 1987 Nordstrom Stock Option Plan is hereby incorporated by  
            reference from the Registrant's Proxy Statement for the 1987  
            Annual Meeting of Shareholders. 
 
    (10.4)  The Nordstrom Supplemental Retirement Plan is hereby incorporated  
            by reference from the Registrant's Form 10-K for the year ended  
            January 31, 1993, Exhibit 10.3. 
 
    (10.5)  The 1993 Non-Employee Director Stock Incentive Plan is hereby  
            incorporated by reference from the Registrant's Form 10-K for the  
            year ended January 31, 1994, Exhibit 10.4. 

    (10.6)  Investment Agreement dated October 8, 1984 between the Registrant  
            and Nordstrom Credit, Inc. is hereby incorporated by reference  
            from the Nordstrom Credit, Inc. Form 10, Exhibit 10.1.  

    (10.7)  Operating Agreement for VISA Accounts and Receivables dated May 1,  
            1994 between Nordstrom Credit, Inc. and Nordstrom National Credit  
            Bank is hereby incorporated by reference from Registration No.  
            33-55905, Exhibit 10.1. 

    (10.8)  Agreement to terminate the Operating Agreement for VISA Accounts
            and Receivables dated May 1, 1994 between Nordstrom Credit, Inc.
            and Nordstrom National Credit Bank, dated August 14, 1996 is
            hereby incorporated by reference from the Nordstrom Credit, Inc.
            Quarterly Report on Form 10-Q for the quarter ended October 31,
            1996, Exhibit 10.1.

    (10.9)  Master Pooling and Servicing Agreement dated August 14, 1996
            between Nordstrom National Credit Bank and Norwest Bank Colorado,
            N.A., as trustee, is hereby incorporated by reference from the
            Registrant's Quarterly Report on Form 10-Q for the quarter ended
            October 31, 1996, Exhibit 10.1.





                                    9 of 14

<PAGE>
(a)3.  Exhibits (continued)
       --------------------

   (10.10)  Series 1996-A Supplement to Master Pooling and Servicing Agreement
            dated August 14, 1996 between Nordstrom National Credit Bank,
            Nordstrom Credit, Inc. and Norwest Bank Colorado, N.A., as
            trustee, is hereby incorporated by reference from the Registrant's
            Quarterly Report on Form 10-Q for the quarter ended October 31,
            1996, Exhibit 10.2.

   (10.11)  Transfer and Administration Agreement dated August 14, 1996
            between Nordstrom National Credit Bank, Enterprise Funding
            Corporation and Nationsbank, N.A. is hereby incorporated by
            reference from the Registrant's Quarterly Report on Form 10-Q
            for the quarter ended October 31, 1996, Exhibit 10.3.

   (10.12)  Receivables Purchase Agreement dated August 14, 1996 between
            Registrant and Nordstrom Credit, Inc. is filed herein as an
            Exhibit.

   (10.13)  The Nordstrom, Inc. 1997 Stock Option Plan is hereby incorporated
            by reference from the Registrant's Proxy Statement for the 1997
            Annual Meeting of Shareholders.

    (13.1)  The Company's 1996 Annual Report to Shareholders is filed herein  
            as an Exhibit. 
 
    (21.1)  List of the Registrant's Subsidiaries is filed herein as an  
            Exhibit. 
 
    (23.1)  Independent Auditors' Consent and Report on Schedule is on page 13  
            of this report. 
 
    (27.1)  Financial Data Schedule is filed herein as an Exhibit.  
 
      All other exhibits are omitted because they are not applicable, not  
      required, or because the required information is included in the  
      Company's 1996 Annual Report to Shareholders.  
 




















                                    10 of 14

<PAGE>
(b)   Reports on Form 8-K 
      ------------------- 
 
No reports on Form 8-K were filed during the last quarter of the period  
for which this report is filed. 
 

 

 
                              Signatures 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this report to be signed on its  
behalf by the undersigned, thereunto duly authorized. 
 
 
      NORDSTROM, INC. 
         (Registrant) 
                              
                              
Date   March 31, 1997     by /s/                       John A. Goesling
       --------------        ------------------------------------------
                                                       John A. Goesling 
                                Executive Vice President and Treasurer 
                            (Principal Accounting and Financial Officer) 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this  
report has been signed below by the following persons on behalf of the  
Registrant and in the capacities and on the date indicated. 
 


Principal Accounting and               Principal Executive Officer:
Financial Officer:                     
 
 
/s/            John A. Goesling        /s/             John J. Whitacre
- -------------------------------        --------------------------------
               John A. Goesling                        John J. Whitacre
       Executive Vice President                   Chairman and Director
                  and Treasurer


















                                    11 of 14

<PAGE>


Directors: 

 
/s/            Philip M. Condit        /s/           Bruce A. Nordstrom
- -------------------------------        --------------------------------
               Philip M. Condit                      Bruce A. Nordstrom 
                       Director                                Director 
 
/s/          D. Wayne Gittinger        /s/            John N. Nordstrom 
- -------------------------------        -------------------------------- 
             D. Wayne Gittinger                       John N. Nordstrom 
                       Director                                Director 
 
/s/          Raymond A. Johnson        /s/       Alfred E. Osborne, Jr. 
- -------------------------------        -------------------------------- 
             Raymond A. Johnson                  Alfred E. Osborne, Jr. 
                       Director                                Director 
 
/s/            Charles A. Lynch        /s/       William D. Ruckelshaus 
- -------------------------------        -------------------------------- 
               Charles A. Lynch                  William D. Ruckelshaus 
                       Director                                Director 
 
/s/           Ann D. McLaughlin        /s/  Elizabeth Crownhart Vaughan 
- -------------------------------        -------------------------------- 
              Ann D. McLaughlin             Elizabeth Crownhart Vaughan 
                       Director                                Director 

/s/           John A. McMillan       /s/              John J. Whitacre 
- -------------------------------       --------------------------------- 
              John A. McMillan                        John J. Whitacre
                       Director      Chairman of the Board of Directors
 
 
 
Date             March 31, 1997 
    ___________________________ 
 
 
 

















                                    12 of 14

<PAGE>



                               Exhibit 23.1 
 

            INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULE 
 
 
 
Shareholders and Board of Directors 
Nordstrom, Inc. 
 
We consent to the incorporation by reference in Registration Statements Nos.  
33-18321 and 33-28882 of Nordstrom, Inc. on Form S-8 of our reports dated  
March 10, 1997 appearing in and incorporated by reference in this Annual  
Report on Form 10-K of Nordstrom, Inc. and subsidiaries for the year ended  
January 31, 1997. 

 
We have audited the consolidated financial statements of Nordstrom, Inc. and  
subsidiaries as of January 31, 1997 and 1996, and for each of the three years  
in the period ended January 31, 1997, and have issued our report thereon dated  
March 10, 1997; such financial statements and report are included in your 1996  
Annual Report to Shareholders and are incorporated herein by reference. Our  
audits also included the consolidated financial statement schedule of  
Nordstrom, Inc. and subsidiaries, listed in Item 14(a)2. This financial  
statement schedule is the responsibility of the Company's management.  Our  
responsibility is to express an opinion based on our audits. In our opinion,  
such consolidated financial statement schedule, when considered in relation  
to the basic consolidated financial statements taken as a whole, presents  
fairly in all material respects the information set forth therein.  
 
 
 
Deloitte & Touche LLP 
March 31, 1997 
Seattle, Washington 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
  
                                    13 of 14 

<PAGE>


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

<TABLE>
<CAPTION>
       Column A             Column B     Column C      Column D    Column E 
      ----------           ----------   ----------   ----------   --------- 
 
                                        Additions    Deductions 
                                        ----------   ---------- 
                                                      Account 
                           Balance at   Charged to   write-offs    Balance 
                           beginning    costs and      net of     at end of 
Description                of period    expenses     recoveries    period 
- -----------                ----------   ----------   ----------   --------- 
<S>   <C>                  <C>          <C>          <C>          <C>
Allowance for doubtful accounts: 
 
Year ended: 
 
  January 31, 1995            $23,145      $20,219      $20,406     $22,958 
 
  January 31, 1996            $22,958      $39,589      $33,154     $29,393 
 
  January 31, 1997            $29,393      $51,352      $53,952     $26,793 
</TABLE>

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

                                    14 of 14

<PAGE>
NORDSTROM INC. AND SUBSIDIARIES 

<TABLE>

Exhibit Index 
<CAPTION>
Exhibit                                          Method of Filing 
- -------                                          ---------------- 
<S>   <C>                                        <C>
 3.1  Articles of Incorporation                  Incorporated by reference  
                                                   from the Registrant's Form  
                                                   10-K for the year ended  
                                                   January 31, 1989,  
                                                   Exhibit A
 
 3.2  By-laws, as amended                        Filed herewith electronically
 
 4.1  Indenture between Nordstrom Credit,        Incorporated by reference
        Inc. and Norwest Bank Colorado,            from Registration
        N.A., as successor trustee,                No. 33-3765, Exhibit 4.2;
        dated November 15, 1984, the First         Registration No. 33-19743,
        Supplement thereto dated January 15,       Exhibit 4.2; Registration
        1988, the Second Supplement thereto        No. 33-29193, Exhibit 4.3;
        dated June 1, 1989 and the Third           and the Nordstrom Credit, 
        Supplement thereto dated October 19,       Inc. Annual Report on Form
        1990                                       10-K (SEC File No. 0-12994)
                                                   for the year ended January
                                                   31, 1991, Exhibit 4.2,
                                                   respectively
 
 4.2  Trustee Resignation of Wells Fargo         Filed herewith electronically
        Bank (Colorado), N.A., dated            
        March 20, 1997                    
 
 4.3  Trustee Acceptance of Norwest Bank         Filed herewith electronically
        Colorado, N.A., dated March 20,            
        1997                                       
 
10.1  Operating Agreement dated August 30, 1991  Incorporated by reference  
        between Nordstrom Credit, Inc. and         from the Nordstrom Credit, 
        Nordstrom National Credit Bank             Inc. Quarterly Report on  
                                                   Form 10-Q (SEC File No.  
                                                   0-12994) for the quarter  
                                                   ended July 31, 1991,  
                                                   Exhibit 10.1, as amended. 
 
10.2  Merchant Agreement dated August 30, 1991   Incorporated by reference  
        between Registrant and Nordstrom           from the Registrant's  
        National Credit Bank                       Quarterly Report on Form 
                                                   10-Q for the quarter ended 
                                                   July 31, 1991, Exhibit 10.1

10.3  1987 Nordstrom Stock Option Plan           Incorporated by reference 
                                                   from the Registrant's Proxy 
                                                   Statement for the 1987  
                                                   Annual Meeting of  
                                                   Shareholders. 
 
10.4  Nordstrom Supplemental Retirement Plan     Incorporated by reference 
                                                   from the Registrant's Form  
                                                   10-K for the year ended  
                                                   January 31, 1993, Exhibit  
                                                   10.3. 

<PAGE>
Exhibit Index (continued)
- -------------------------

10.5  1993 Non-Employee Director Stock           Incorporated by reference 
        Incentive Plan                             from the Registrant's Form  
                                                   10-K for the year ended  
                                                   January 31, 1994, Exhibit  
                                                   10.4. 
 
10.6  Investment Agreement dated October 8,      Incorporated by reference 
        1984 between the Registrant and            from the Nordstrom Credit, 
        Nordstrom Credit, Inc.                     Inc. Form 10, Exhibit 10.1. 
 
10.7  Operating Agreement for VISA Accounts      Incorporated by reference 
        and Receivables dated May 1, 1994          from Registration No. 33- 
        between Nordstrom Credit, Inc. and         55905, Exhibit 10.1. 
        Nordstrom National Credit Bank 
 
10.8  Agreement to terminate the Operating       Incorporated by reference
        Agreement for VISA Accounts and            from the Nordstrom Credit,
        Receivables dated May 1, 1994              Inc. Quarterly Report on 
        between Nordstrom Credit, Inc.             Form 10-Q for the quarter
        and Nordstrom National Credit              ended October 31, 1996,
        Bank, dated August 14, 1996                Exhibit 10.1

10.9  Master Pooling and Servicing               Incorporated by reference
        Agreement dated August 14, 1996            from the Registrant's
        between Nordstrom National Credit          Quarterly Report on Form
        Bank and Norwest Bank Colorado,            10-Q for the quarter ended
        N.A., as trustee                           October 31, 1996, Exhibit 
                                                   10.1.

10.10 Series 1996-A Supplement to Master         Incorporated by reference
        Pooling and Servicing Agreement            from the Registrant's
        dated August 14, 1996 between              Quarterly Report on Form
        Nordstrom National Credit Bank,            10-Q for the quarter ended
        Nordstrom Credit, Inc. and Norwest         October 31, 1996, Exhibit
        Bank Colorado, N.A., as trustee            10.2.

10.11 Transfer and Administration Agreement      Incorporated by reference
        dated August 14, 1996 between              from the Registrant's
        Nordstrom National Credit Bank,            Quarterly Report on Form
        Enterprise Funding Corporation and         10-Q for the quarter ended
        Nationsbank, N.A.                          October 31, 1996, Exhibit
                                                   10.3.

10.12 Receivables Purchase Agreement             Filed herewith electronically
        dated August 14, 1996 between
        Registrant and Nordstrom Credit,
        Inc.

10.13 1997 Nordstrom Stock Option Plan           Incorporated by reference
                                                   from the Registrant's Proxy
                                                   Statement for the 1997
                                                   Annual Meeting of
                                                   Shareholders.

13.1  1996 Annual Report to Shareholders         Filed herewith electronically 
 
21.1  Subsidiaries of the Registrant             Filed herewith electronically 

<PAGE> 
Exhibit Index (continued)
- -------------------------

23.1  Independent Auditors' Consent 
        and Report on Schedule                   Filed herewith electronically 
 
27.1  Financial Data Schedule                    Filed herewith electronically 
 
</TABLE>







<PAGE>

                                   BYLAWS
                                     OF
                                NORDSTROM, INC.

                   (Amended and Restated as of March 19, 1997)


  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




                                 2

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

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

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

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

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


                                 3

<PAGE>
the name signed purports to be the name of at least one of the co-owners and
the person signing appears to be acting on behalf of all co-owners.


  ARTICLE III
    Board of Directors

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

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

    Section 3.  Regular Meeting.  A regular meeting of the Board of Directors 
shall be held without other notice than this Bylaw immediately after and at
the same place as, the annual meeting of shareholders.  Regular meetings of
the Board of Directors shall be held at such place and on such day and hour as 
shall from time to time be fixed by the Chairman (or any Co-Chairman) 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.


                                 4

<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


                                 5

<PAGE>
in the meeting can hear each other at the same time; participation in a
meeting by such means shall constitute presence in person at such meeting.

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


  ARTICLE V
    Officers

    Section 1.  Number.  The offices and officers of the corporation shall be 
as designated from time to time by the Board of Directors.  Such offices may 
include a Chairman 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.


                                 6

<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 


                                 7 

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

    Section 8.  The Secretary.  The Secretary shall:  (a) keep the minutes of 
the proceedings of the shareholders and of the Board of Directors in one or 
more books provided for that purpose; (b) see that all notices are duly given 
in accordance with the provisions of these Bylaws or as required by law; (c) 
be custodian of the corporate records and of the seal of the corporation and 
see that the seal of the corporation is affixed to all documents and the 
execution of which on behalf of the corporation under its seal is duly 
authorized; (d) keep a register of the post office address of each shareholder 
which shall be furnished to the Secretary by such shareholders; (e) sign with 
the 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 the 


                                 8

<PAGE>
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.




  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.


                                 9

<PAGE>

    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.

    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-


                                 10

<PAGE>
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.

    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."



                                 11

<PAGE>



  ARTICLE XII
    Indemnification of Directors, Officers and Others

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


                                 12

<PAGE>


required by the Board of Directors) shall be made only upon (i) receipt by the 
corporation of a written undertaking (hereinafter an "undertaking") by or on 
behalf of such indemnitee, to repay advances of expenses if and to the extent 
it shall ultimately be determined by order of a court having jurisdiction 
(which determination shall become final upon expiration of all rights to 
appeal), hereinafter a "final adjudication", that the indemnitee is not 
entitled to be indemnified for such expenses under this Article, and 
(ii) receipt by the corporation of written affirmation by the indemnitee of 
his or her good faith belief that he or she has met the standard of conduct 
applicable (if any) under the Washington Business Corporation Act necessary 
for indemnification by the corporation under this Article.

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


                                 13

<PAGE>
Articles of Incorporation or Bylaws, agreement, vote of shareholders or 
disinterested directors, or otherwise.  Notwithstanding any amendment to or 
repeal of this Article, any indemnitee shall be entitled to indemnification in 
accordance with the provisions hereof with respect to any acts or omissions of 
such indemnitee occurring prior to such amendment or repeal.

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

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

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


                                 14

<PAGE>
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.

    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.




                                 15




<PAGE>
TRUSTEE RESIGNATION

TO:   Nordstrom Credit, Inc.

  In connection with the appointment of Norwest Bank Colorado, National 
Association as successor trustee under the indenture (defined below), 
Wells Fargo Bank (Colorado), N.A. (the "Resigning Trustee"), hereby 
resigns as trustee under that certain indenture by and between the 
Company and the Resigning Trustee dated as of November 15, 1984 as 
supplemented by the First Supplemental Indenture dated as of January 15, 
1988, the Second Supplemental Indenture dated as of June 1, 1989 and the 
Third Supplemental Indenture dated as of October 19, 1990 (as 
supplemented, the "Indenture"), providing for the issuance from time to 
time of unsecured debentures, notes or other evidences of indebtedness 
of the Company (the "Securities") to be issued in one or more series 
under such Indenture.  The Resigning Trustee acknowledges that 
$311,000,000.00 aggregate principal amount of debt securities are 
outstanding under the Indenture.

  The resignation is provided pursuant to Section 610(b) of the 
Indenture, and shall be applicable with respect to all series of 
Securities heretofore issued under the Indenture.

DATED:  March 20, 1997

WELLS FARGO BANK
(COLORADO), N.A.


BY /s/  Richard J. Sullivan
        ------------------------
        Richard
 J. Sullivan, III
        Vice President





<PAGE>
TRUSTEE ACCEPTANCE

TO:  Wells Fargo Bank (Colorado), N.A.
     Nordstrom Credit, Inc.

Norwest Bank Colorado, National Association (the "Successor Trustee"),
hereby acknowledges and accepts its appointment by Nordstrom Credit, Inc.
(The "Company") as successor trustee under that certain indenture by and
between the Company and Wells Fargo Bank (Colorado), N.A., as successor
trustee (the "Resigning Trustee"), dated as of November 15, 1984, as
supplemented by the First Supplemental Indenture dated as of January 15,
1988, the Second Supplemental Indenture dated as of June 1, 1989, and the 
Third Supplemental Indenture dated as of October 19, 1990 (as supplemented,
the "Indenture"), providing for the issuance from time to time of unsecured
debentures, notes or other evidences of indebtedness of the Company (the
"Securities") to be issued in one or more series under such Indenture. 

This acceptance is given pursuant to Section 611 of the Indenture, and shall
be applicable with respect to all series of Securities heretofore issued
under the Indenture.

Dated:  March 20, 1997 

NORWEST BANK COLORADO,
NATIONAL ASSOCIATION



BY:/s/ Cheryl J. Hanson
       ----------------------------
   Cheryl J. Hanson, Vice President

The Company hereby confirms Norwest Bank Colorado, National Association
 is
vested with all the rights, powers, trusts and duties of the Resigning
Trustee under the Indenture.

Dated:  March 20, 1997

NORDSTROM CREDIT, INC.



BY:/s/ John C. Walgamott
       -----------------------------
       John C. Walgamott, President





<PAGE>
                    RECEIVABLES PURCHASE AGREEMENT

   This Receivables Purchase Agreement is executed by and between 
Nordstrom, Inc., a Washington corporation ("Nordstrom") and Nordstrom 
Credit, Inc., a Colorado corporation and a wholly owned subsidiary of 
Nordstrom ("Credit").

   WHEREAS Credit is the owner and holder of certain amounts owing, from 
time to time, by a person or persons, including any guarantor thereof, 
under certain VISA accounts (I) owned by Nordstrom National Credit Bank 
as of July 31, 1996, other than VISA accounts which are 30 days or more 
delinquent on a contractual basis as of July 31, 1996, or (ii) 
originated y Nordstrom National Credit Bank during the period from the 
close of business on July 31, 1996 to the close of business on August 
14, 1996, including in each case without limitation, amounts owing for 
the purchase of merchandise and services, periodic finance charges, cash 
advances and cash advance fees, access checks, annual cardholder fees, 
credit insurance premiums, late fees, overlimit fees, return check fees 
and all other fees and charges, and all monies due or to become due with 
respect to any of the foregoing and all proceeds (including "proceeds" 
as defined in the Uniform Commercial Code (the "UCC") of the State
 of 
Colorado) thereof, the aggregate amount of which as of July 31, 1996 was 
$208,462,983 (the "Receivables"); and 

   WHEREAS Nordstrom desire to purchase from Credit, and Credit desires 
to sell to Nordstrom, the Receivables;

   NOW, THEREFORE, the parties hereto hereby agree as follows:

   1.   Credit hereby sells, transfers, assigns and conveys to Nordstrom 
all of Credit's right, title and interest in and to the Receivables, and 
Nordstrom hereby purchases all of such right, title and interest in and 
to the Receivables for a purchase price of $208,462,983; and

   2.   Credit agrees to do and perform, from time to time, any and all 
acts and to execute any and all further instruments required or 
reasonably requested by Nordstrom more fully to effect the purposes of 
this Agreement, including, without limitation, a financing statement 
relating to the transfer of the Receivables pursuant to this Agreement 
under the provisions of the UCC of the State of Colorado and any other 
applicable state and any financing statements or continuation statements 
relating to the Receivables requested by Nordstrom for filing under the 
provisions of the UCC of the State of Colorado or any other applicable 
state.

   This Agreement shall be construed in accordance with the laws of the 
State of Colorado, without reference to its conflict of law provisions, 
and the obligations, rights and remedies of the parties hereunder shall 
be determined in accordance with such laws.





DATED this 14th day of August, 1996.

NORDSTROM, INC.,
a Washington corporation


<PAGE>

By /s/ John A. Goesling
   ------------------------------
   John A. Goesling, Executive
   Vice President

NORDSTROM CREDIT, INC.
a Colorado corporation


By /s/ John A. Goesling
   ------------------------------
   John A. Goesling, Executive
   Vice President




<PAGE>
EXHIBIT 13.1
PORTIONS OF THE 1996 ANNUAL REPORT TO SHAREHOLDERS


FINANCIAL HIGHLIGHTS

<TABLE>
Dollars in thousands except per share amounts
<CAPTION>
                            Fiscal Year 1996     Fiscal Year 1995     % Change
                            --------------------------------------------------
<S>                         <C>                  <C>                  <C>
Net sales                         $4,453,063           $4,113,517         +8.3
Earnings before income taxes         243,505              272,312        -10.6
Net earnings                         147,505              165,112        -10.7
Net earnings per share                  1.82                 2.02         -9.9
Cash dividends paid per share           .500                 .500          0.0
</TABLE>



STOCK TRADING

<TABLE>
<CAPTION>
                            Fiscal Year 1996               Fiscal Year 1995
                            -----------------------------------------------
                             High       Low                 High       Low
<S>                         <C>         <C>                <C>         <C>
First Quarter                50 7/8     39 1/4              45 1/4     36 1/4
Second Quarter               52 7/8     39 1/4              44 3/4     35
Third Quarter                42 3/8     35 1/2              43         36 5/8
Fourth Quarter               44         35 7/16             43 3/8     37
</TABLE>


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


Graph - Net Sales
The vertical bar graph compares net sales for the past ten years.  Beginning
with the oldest fiscal year on the left, net sales (dollars are in
millions) were as follows:  1987-$1,920; 1988-$2,328; 1989-$2,671; 1990-$2,894;
1991-$3,180; 1992-$3,422; 1993-$3,590; 1994-$3,894; 1995-$4,114; and 1996-
$4,453.


Graph - Net Earnings
The vertical bar graph compares net earnings for the past ten years.  Beginning
with the oldest fiscal year on the left, net earnings (dollars in
millions) were as follows:  1987-$92.7;
 1988-$123.3; 1989-$114.9; 1990-$115.8
1991-$135.8; 1992-$136.6; 1993-$140.4; 1994-$203.0; 1995-$165.1; and 1996-
$147.5.














                                     Nordstrom, Inc. and Subsidiaries  Page 3

<PAGE>
MESSAGE TO OUR SHAREHOLDERS

The past year has been full of ambitious change and exciting growth for 
Nordstrom.  We opened new stores in Philadelphia, Dallas, Detroit, and Denver,
each generating strong sales volume.  Nordstrom achieved an 8.3 percent sales
volume increase to a record $4.5 billion, although net income declined 10.7
percent to $147.5 million.  While we did see a modest increase in sales, it
came primarily from store expansion.  Needless to say, we are disappointed with
lower net income.

A strategic reorganization of some of our women's apparel divisions brought
higher-than-average markdowns that, combined with other factors including a
disappointing holiday season, contributed to lower earnings.  While we may have
underestimated the downward impact that the merchandise reorganization would
have on our financial results, we believe our women's apparel areas are now
better positioned for future growth.

In addition to our new full-line Nordstrom stores, the Rack Division opened its
second Midwest location in Northbrook Court on the North Shore of Chicago.
This brings our total number of full-line stores to 62 and Rack/clearance
stores to 20.  The additional 1,041,000 square feet brings the company total
to 11,754,000.

The Direct Sales Catalog Division continues to grow at a brisk pace.  Operating
performance was dramatically improved over the previous year.  Additionally, we
broke ground on a state-of-the-art fulfillment center in Cedar Rapids, Iowa.
The center will not only better serve our mail order customers, but will allow
room for further growth.  We intend to have the first catalog filled and
delivered through this facility in late summer 1997.

This year, even more opportunity awaits us with new stores opening in
Cleveland, Long Island and Hartford-significant markets for us.  In 1998 and
beyond, we are preparing to add stores in existing regions and expand into
other excellent new markets.  Some of these include Atlanta, Georgia; Overland
Park, Kansas; Scottsdale, Arizona; Honolulu, Hawaii; Providence, Rhode Island;
and a new flagship store in downtown Seattle, Washington.

With continued store expansion and a focused effort to improve results at
existing stores, our goal is to increase earnings and build value for our
shareholders.  As we look to the future, we do so with confidence.  Our
strength has always been -- and continues to be -- not just the quality of our
merchandise, but the quality of our people.


John Whitacre



















Page 4  Nordstrom, Inc. and Subsidiaries

<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS

The following discussion and analysis gives a detailed review of the past 
three years, in addition to information on future commitments and trends.  Some
of the information in this annual report, including anticipated store openings,
planned capital expenditures and trends in company operations are forward
looking statements which are subject to risks and uncertainties.  Actual future
results and trends may differ materially depending upon a variety of factors,
including but not limited to, the Company's ability to predict fashion trends,
consumer apparel buying patterns, the Company's ability to control costs and
expenses, trends in personal bankruptcies and bad debt write-offs, employee
relations, adverse weather conditions and other hazards of nature such as
earthquakes and floods, the Company's ability to continue its expansion plans,
and the impact of competitive market factors.  This discussion and analysis
should be read in conjunction with the basic consolidated financial statements
and the Ten-Year Statistical Summary.

Sales

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

<TABLE>
<CAPTION>
Fiscal Year                                  1996           1995           1994
- -------------------------------------------------------------------------------
<S>                                         <C>             <C>            <C>
Sales in comparable stores
  (open at least fourteen months)            0.6%          (0.7%)          4.4%
Sales in new stores                          7.0%           5.2%           3.3%
Direct sales catalog                         0.7%           1.1%           0.8%
                                            -----           ----           ----
Total percentage increase                    8.3%           5.6%           8.5%
                                            =====           ====           ====
</TABLE>


After a healthy gain in comparable store sales in 1994, sales in comparable
stores have changed only slightly in the last two years.  In 1995, the Company
experienced declining demand for apparel in general, as well as sales decreases
at several stores in the Company's Chicago and New Jersey markets resulting
from new store openings in those markets.  In mid-1996, the Company changed the
merchandise mix in most of its women's apparel departments in response to
changing customer profiles and vendor product offerings.  While management
believes these changes will better position our women's apparel departments for
future growth, they resulted in sales decreases in many of the departments.
These decreases offset increases in other areas of business.  In addition, in
the fourth quarter, portions of the Company's holiday merchandising strategy
were not executed as well as planned.  The Company is continuing to evaluate
its merchandise mix to meet customers' changing needs and increase sales.

Sales in new stores includes sales from stores open less than fifteen months.
The Company has continued to expand its store base over the past several years
with new store openings.  These new stores are generally not as productive as
the Company's average store because customer base and traffic patterns are
developed over time.  As a result, sales growth from these new stores does not
match the increase in average square footage over the past several years.

The direct sales catalog division, which started in 1994, continues to grow
rapidly with sales of $103 million in 1996.

Although the Company's average price point has increased over the past several
years, this has been due to changes in the merchandise mix.  There has been
little, if any, inflation in overall merchandise prices during the past several
years.

Page 10  Nordstrom, Inc. and Subsidiaries

<PAGE>


MANAGEMENT DISCUSSION AND ANALYSIS

Graph - Percentage of 1996 Sales by Merchandise Category
The pie chart depicts each merchandise category and its percent of total 
sales.  Clockwise:  Shoes - 20%; Men's Apparel and Furnishings - 18%; 
Women's Accessories - 20%; Children's Apparel and Accessories - 4%;
Women's Apparel - 35%; and Other - 3%.  The caption below the graph reads,
"Sales by major merchandise category have changed only slightly over the
past several years."

Costs and Expenses

As a result of increased sales, the total amount of costs and expenses has 
increased in each year.  As a percentage of sales, total costs and expenses 
were 91.4% in 1994, 93.4% in 1995, and 94.5% for 1996.  Unless otherwise 
indicated, the changes discussed below are stated as a percentage of sales 
as shown on page 14.

Cost of sales and related buying and occupancy costs fluctuate as a percentage
of sales primarily because of changes in the cost of sales component.  With 
changes in merchandise styles and selections, cost of sales, and therefore the
merchandise gross margin, can fluctuate up and down from year to year.  During
1994, the merchandise margin improved dramatically because of higher than
anticipated sales increases and implementation of part of the Company's new
inventory management system.  Nearly all categories of merchandise had higher
margins, but women's apparel showed the greatest improvement following the low
level in 1993.  In 1995, the merchandise gross margin decreased because 
excess inventory levels led to higher markdowns as sales did not meet
expectations.  Merchandise margins decreased again in 1996 due to higher
markdowns which resulted from the merchandise changes in the Company's women's
apparel departments discussed earlier, a lower markup, and sales that were
below expectations.  Buying costs increased both in 1994 and 1995 as the
Company spent more to develop its own merchandise brands and to develop and
implement a new inventory management system.  Occupancy costs increased in 1995
and 1996 as a result of new store openings and remodeling of older stores.

Selling, general and administrative expenses increased in both 1995 and 1996
for several reasons.  In 1995, expenses in comparable stores continued to
increase while sales declined.  In addition, bad debts increased as a result of
the growth of the Company's VISA credit card program, and the direct sales
catalog division continued to incur high operating costs.  In 1996, selling,
general and administrative expenses increased primarily because of higher bad
debts.  Rising consumer debt levels have led to higher charge-offs on the
Company's credit card balances, particularly from personal bankruptcies.
Improvements in the operating costs of the direct sales catalog division were
offset by rising expenses in stores.

During 1994, interest expense decreased as more interest was capitalized on
projects under construction.  Interest expense increased in 1995 because of
higher borrowings to finance the Company's customer accounts receivable
balances.

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








                                     Nordstrom, Inc. and Subsidiaries  Page 11

<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS

Liquidity and Capital Resources

Net cash used in investing activities exceeded net cash provided by operating
activities in 1994 and 1995 as the Company increased its spending on new store
construction and its investment in customer accounts receivable.  In 1996, net
cash provided exceeded net cash used as the growth of credit card receivables
slowed dramatically.

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

<TABLE>
<CAPTION>
Fiscal Year                                    1996           1995           1994
- ---------------------------------------------------------------------------------
<S>                                        <C>          <C>              <C>
Operating working capital (in thousands)   $939,204     $1,068,923       $843,924
Percentage change from prior year            (12.1%)         26.7%          13.3%
Net sales/average operating
  working capital                               4.4            4.3            4.9

</TABLE>


In 1994, customer accounts receivable 
increased because the Company commenced its own Visa credit card program. 
The increase in customer accounts receivable along with higher merchandise 
inventories caused operating working capital to increase.  In 1995, the 
Company increased its investment in customer accounts receivable through 
continued promotion of its Visa card program and by reducing the minimum
payment on its proprietary credit card.  This caused operating working
capital to increase at a significantly greater rate than sales.

During 1996, the Company's proprietary credit card balances did not increase
because of continuing competition from third-party cards.  The Company also
reduced its efforts to promote its VISA credit card because of concerns about
rising charge-offs.  In addition, in 1996 the Company securitized its VISA
credit card portfolio, as described more fully in Notes 5 and 12 to the
accompanying financial statements.  These factors together resulted in a
decrease in operating working capital for the year.

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

<TABLE>
<CAPTION>
                   Cash used       Cash provided
                 in investing       by operating
Year              activities         activities
- ----             ------------      -------------
<S>              <C>               <C>
1987                   $128.3             $ 87.7
1988                   $153.4             $ 46.0
1989                   $168.7             $122.2
1990                   $200.7             $148.1
1991                   $147.2             $154.0
1992                   $ 71.9             $235.6
1993                   $132.7             $262.1
1994                   $246.9             $231.8
1995                   $254.0             $121.9
1996                   $206.1             $248.9
</TABLE>






Page 12  Nordstrom, Inc. and Subsidiaries

<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS

Liquidity and Capital Resources (continued)

The Company has spent approximately $730 million during the last three years to
add new stores and facilities and to improve existing stores and facilities.
Over 2.4 million square feet of selling space has been added during this time 
period, representing an increase of 27%.  Most of the new stores have been 
constructed by the Company on land that it owns or leases under long-term 
agreements, thus providing a strong basis for future operations.

The Company plans to spend approximately $900 million on capital projects
during the next three years, with approximately $250 million allocated to the
refurbishment of existing stores.  Although the Company has made commitments
for stores to be opening in 1997 and beyond, it is possible that some stores
may not be opened as scheduled because of environmental and land use
regulations and the difficulties encountered by shopping center developers in
securing financing.  Management believes that the Company's current financial
strength provides the resources necessary to maintain its existing stores and
the flexibility to take advantage of new store opportunities.

In view of the decrease in the Company's debt to capital ratio that occurred
over time, the Board of Directors approved $100 million common stock
repurchase programs in each of May 1995, November 1996 and February 1997.
Through the end of 1996, the Company spent $121 million to repurchase 3,138,375
outstanding shares of its common stock under these programs.  Management
expects to complete the second program, and depending upon the price of the
Company's shares and operating results, begin the third program in 1997.

The anticipated growth of the Company's operations will require some external 
capital in the next three years.  Nordstrom Credit, Inc. anticipates filing a
shelf registration statement to register up to $250 million in debt securities
in the first quarter of 1997.  Management believes, however, that the expansion
of the Company's operations over the next several years will not increase its
debt to capital percentage.  Management and the Board of Directors will
continue to evaluate the prospects for future share repurchases.

Graph - Square Footage by Market Area at end of 1996
The pie chart shows the percent of total square feet in each region and also 
gives the number of square feet for that region.  Clockwise:  Washington, 
11.8%, 1,383,000; Other, 1.2%, 145,000; Midwest, 12.5%, 1,472,000; Oregon, 
7.0%, 823,000; Utah/Colorado, 5.1%, 602,000; Southern California, 22.9%,
2,688,000; Northern California, 15.1%, 1,772,000; Capital, 12.6%, 1,481,000;
Southwest, 2.1%, 249,000; and Northeast, 9.7%, 1,139,000.










                                     Nordstrom, Inc. and Subsidiaries  Page 13

<PAGE>

CONSOLIDATED STATEMENTS OF EARNINGS

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

                                            % of                % of   
Year ended January 31,               1997                1996   sales        1995   sales  
- -------------------------------------------------------------------------------------------
<S>                            <C>          <C>    <C>          <C>    <C>          <C>    
Net Sales                      $4,453,063   100.0  $4,113,517   100.0  $3,894,478   100.0  
                               ----------------------------------------                    

Costs and Expenses:

  Cost of sales and related
    buying and occupancy        3,082,037    69.2   2,806,250    68.2   2,599,553    66.7

  Selling, general and
    administrative              1,217,590    27.3   1,120,790    27.2   1,023,347    26.3

  Interest, net                    39,400      .9      39,295     1.0      30,664      .8

  Service charge income
    and other, net               (129,469)   (2.9)   (125,130)   (3.0)    (94,644)   (2.4)

                               ----------------------------------------------------------
Total Costs and Expenses        4,209,558    94.5   3,841,205    93.4   3,558,920    91.4
                               ----------------------------------------------------------
Earnings before income taxes      243,505     5.5     272,312     6.6     335,558     8.6
Income taxes                       96,000     2.2     107,200     2.6     132,600     3.4
                               ----------------------------------------------------------
Net Earnings                   $  147,505     3.3  $  165,112     4.0  $  202,958     5.2
                               ==========================================================

Net Earnings per share              $1.82               $2.02               $2.47
                               ==========================================================

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


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



















Page 14  Nordstrom, Inc. and Subsidiaries

<PAGE>

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
Dollars in thousands
January 31,                                        1997                     1996
- --------------------------------------------------------------------------------
<S>                                          <C>                      <C>
Assets

Current Assets:

  Cash and cash equivalents                  $   28,284               $   24,517
  Accounts receivable, net                      714,589                  893,927
  Merchandise inventories                       719,919                  626,303
  Prepaid income taxes and other                 69,607                   68,029
                                             -----------------------------------
Total Current Assets                          1,532,399                1,612,776

Property, buildings and equipment, net        1,152,454                1,103,298
Other assets                                     17,654                   16,545
                                             -----------------------------------
Total Assets                                 $2,702,507               $2,732,619
                                             ===================================



Liabilities and Shareholders' Equity

Current Liabilities:

  Notes payable                              $  163,770               $  232,501

  Accounts payable                              310,430                  277,584
  Accrued salaries, wages, and taxes            192,750                  185,540
  Accrued expenses                               56,080                   47,834
  Accrued income taxes                           13,045                   14,644
  Current portion of long-term debt              51,302                   74,210
                                             -----------------------------------
Total Current Liabilities                       787,377                  832,313

Long-term debt                                  329,330                  365,733
Deferred lease credits and other
  deferred items                                112,608                  111,601
Shareholders' Equity                          1,473,192                1,422,972
                                             -----------------------------------
Total Liabilities and Shareholders' Equity   $2,702,507               $2,732,619
                                             ===================================


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












                                     Nordstrom, Inc. and Subsidiaries  Page 15

<PAGE>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Dollars in thousands except per share amounts
Year ended January 31,                            1997          1996          1995
- ----------------------------------------------------------------------------------
<S>                                         <C>           <C>           <C>
Common Stock

Authorized 250,000,000 shares; issued and
  outstanding 79,634,977, 81,113,144 and
  82,244,098 shares
Balance at beginning of year                $  168,440    $  163,334    $  157,374
Issuance of common stock                        14,958         5,106         5,960
                                            --------------------------------------
Balance at end of year                         183,398       168,440       163,334
                                            --------------------------------------


Retained Earnings

Balance at beginning of year                 1,254,532     1,180,466     1,009,130
Net earnings                                   147,505       165,112       202,958
Cash dividends paid ($.50, $.50, and $.385
  per share)                                   (40,472)      (41,001)      (31,622)
Purchase and retirement of common stock        (71,771)      (50,045)            -
                                            --------------------------------------
Balance at end of year                       1,289,794     1,254,532     1,180,466
                                            --------------------------------------
Total Shareholders' Equity                  $1,473,192    $1,422,972    $1,343,800
                                            ======================================


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



























Page 16  Nordstrom, Inc. and Subsidiaries

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Dollars in thousands
Year ended January 31,                               1997            1996            1995
- -----------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>
Operating Activities

Net earnings                                     $147,505        $165,112        $202,958
Adjustments to reconcile net earnings
  to net cash provided by operating
  activities:
    Depreciation and amortization                 156,122         134,347         110,789
    Change in:
      Accounts receivable, net                     (7,262)       (218,036)        (89,450)
      Merchandise inventories                     (93,616)          1,627         (42,328)
      Prepaid income taxes and other               (1,578)         (6,634)         (9,746)
      Accounts payable                             32,846           4,500           9,029
      Accrued salaries, wages, and taxes            7,210          (4,961)         33,554
      Accrued expenses                              8,246           6,844           4,996
      Income tax liabilities                      (12,216)        (12,621)         (4,518)
      Deferred lease credits                       11,624          51,756          16,558
                                                 ----------------------------------------
Net cash provided by operating activities         248,881         121,934         231,842
                                                 ----------------------------------------

Investing Activities

Additions to property, buildings and
  equipment, net                                 (204,278)       (252,876)       (248,608)
Other, net                                         (1,838)         (1,103)          1,660
                                                 ----------------------------------------
Net cash used in investing activities            (206,116)       (253,979)       (246,948)
                                                 ----------------------------------------

Financing Activities

Proceeds from accounts receivable
  securitization                                  186,660               -               - 
(Decrease) increase in notes payable              (68,731)        145,113          47,051
Proceeds from issuance of long-term debt           57,729         140,859          49,656
Principal payments on long-term debt             (117,311)        (75,967)       (114,664)
Proceeds from issuance of common stock             14,958           5,106           5,960
Cash dividends paid                               (40,472)        (41,001)        (31,622)
Purchase and retirement of common stock           (71,771)        (50,045)              -
                                                 ----------------------------------------
Net cash (used in) provided by financing
  activities                                      (38,998)        124,065         (43,619)
                                                 ----------------------------------------
Net increase (decrease) in cash 
  and cash equivalents                              3,767          (7,980)        (58,725)
Cash and cash equivalents at beginning of year     24,517          32,497          91,222
                                                 ----------------------------------------
Cash and cash equivalents at end of year         $ 28,284        $ 24,517        $ 32,497
                                                 ========================================


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


                                     Nordstrom, Inc. and Subsidiaries  Page 17`

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollars in thousands except per share amounts

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company:  Nordstrom, Inc. is a fashion specialty retailer offering a wide 
selection of high quality apparel, shoes and accessories for women, men and 
children, principally through 62 large specialty stores and 20 clearance 
stores.  All of the Company's stores are located in the United States, with 
approximately 40% of its retail square footage located in the state of 
California.

The Company purchases a significant percentage of its merchandise from foreign
countries, principally from the Far East.  Any event causing a disruption in 
imports from the Far East could have a material adverse impact on the Company's
operations.  In connection with the purchase of foreign merchandise, the
Company has outstanding letters of credit totaling $55,183 at January 31, 1997.

Basis of Presentation:  The Consolidated Financial Statements include the 
accounts of Nordstrom, Inc. and its subsidiaries.  All significant intercompany
transactions and accounts are eliminated in consolidation.  The presentation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses in the
accompanying financial statements.  Actual results could differ from those
estimates.

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

Property, Buildings and Equipment:  Straight-line and accelerated methods are
applied in the calculation of depreciation and amortization.  Lives used for
calculating depreciation and amortization rates for the principal asset
classifications are as follows:  buildings, 10 to 40 years; store fixtures and
equipment, three to 15 years; leasehold improvements, life of lease or
applicable shorter period.

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

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

Earnings per Share:  Earnings per share are computed on the basis of the 
weighted average number of common shares outstanding during the year.  Average
shares outstanding were 80,848,984, 81,919,625, and 82,144,079 in 1996, 1995 
and 1994.

Cash Equivalents:  The Company considers all short-term investments with a
maturity at date of purchase of three months or less to be cash equivalents.

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

Cash Management:  The Company's cash management system provides for the 
reimbursement of all major bank disbursement accounts on a daily basis.  
Accounts payable at January 31, 1997 and 1996 include $14,414 and $16,760 of
checks drawn in excess of cash balances not yet presented for payment.

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

Derivatives:  The Company limits its use of derivative financial instruments
to the management of well-defined foreign currency and interest rate risks.  
The effect of these activities is not material to the Company's financial 
condition or results of operations.  The Company has no off-balance sheet 
credit risk, and the fair value of derivative financial instruments at 
January 31, 1997 and 1996 is not material.

Fair Value of Financial Instruments:  The carrying amount of cash equivalents
and notes payable approximates fair value because of the short maturity of
these instruments.  The fair value of long-term debt, estimated using quoted
market prices of the same or similar issues with the same remaining maturity,
is approximately $374,000 and $478,000 at January 31, 1997 and 1996.




















































Page 18  Nordstrom, Inc. and Subsidiaries

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2:  EMPLOYEE BENEFITS

The Company provides a profit sharing plan for employees.  The plan is fully 
funded by the Company and is non-contributory except for employee contributions
made under Section 401(k) of the Internal Revenue Code.  Under this provision
of the plan, the Company provides matching contributions up to a stipulated
percentage of employee contributions.  The Company contribution is established
each year by the Board of Directors and totaled $36,000, $40,000, and $44,000
in 1996, 1995, and 1994.


NOTE 3:  INTEREST EXPENSE

The components of interest expense are as follows:

<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996          1995
- ----------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>
Nordstrom, Inc.
  Short-term debt                        $   432       $    69       $    69
  Long-term debt                           4,247         8,635        10,780

Nordstrom Credit, Inc.
  Short-term debt                         12,703        10,184         5,085
  Long -term debt                         28,236        27,788        23,161
                                         -----------------------------------
Total interest incurred                   45,618        46,676        39,095
Less: Interest income                     (1,395)       (2,204)       (2,416)
      Capitalized interest                (4,823)       (5,177)       (6,015)
                                         -----------------------------------
Interest, net                            $39,400       $39,295       $30,664
                                         ===================================
</TABLE>



NOTE 4:  INCOME TAXES

Income taxes consist of the following:

<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996          1995
- ----------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>
Current income taxes:
  Federal                               $ 88,414      $ 94,855      $118,558
  State and local                         18,150        19,649        23,986
                                        ------------------------------------
Total current income taxes               106,564       114,504       142,544
                                        ------------------------------------
Deferred income taxes:
  Current                                 (1,471)       (3,339)      (10,113)
  Non-current                             (9,093)       (3,965)          169
                                        ------------------------------------
Total deferred income taxes              (10,564)       (7,304)       (9,944)
                                        ------------------------------------
Total income taxes                      $ 96,000      $107,200      $132,600
                                        ====================================
</TABLE>

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

<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996          1995
- ----------------------------------------------------------------------------
<S>                                        <C>           <C>           <C>
Statutory rate                             35.00%        35.00%        35.00%
State and local income taxes,
  net of Federal income taxes               4.32          4.39          4.39
Other, net                                  0.10         (0.03)         0.11
                                           ---------------------------------
Effective tax rate                         39.42%        39.36%        39.50%
                                           ==================================
</TABLE>


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

<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996          1995
- ----------------------------------------------------------------------------
<S>                                     <C>             <C>           <C>
Tax basis depreciation                  ($ 6,018)      ($2,620)       $  521
Accrued expenses                          (3,084)       (4,833)       (4,416)
Other                                     (1,462)          149        (6,049)
                                         -----------------------------------
Total deferred income taxes             ($10,564)      ($7,304)      ($9,944)
                                         ===================================
</TABLE>

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



































                                      Nordstrom, Inc. and Subsidiaries  Page 19

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5:  ACCOUNTS RECEIVABLE

The components of accounts receivable are as follows:

<TABLE>
<CAPTION>
January 31,                                               1997          1996
- ----------------------------------------------------------------------------
<S>                                                   <C>           <C>
Customers                                             $719,916      $903,496
Other                                                   21,466        19,824
Allowance for doubtful accounts                        (26,793)      (29,393)
                                                      ----------------------
Accounts receivable, net                              $714,589      $893,927
                                                      ======================
</TABLE>

Credit risk with respect to accounts receivable is concentrated in the 
geographic regions in which the Company operates stores.  At January 31, 1997
and 1996, approximately 43% and 50% of the Company's receivables were
concentrated in California.  Concentration of the remaining receivables is
considered to be limited due to their geographical dispersion.

Bad debt expense totaled $51,352, $39,589 and $20,219 in 1996, 1995, and 1994.

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.  A Class A
certificate with a market value of $186,600 was sold to a third party, and a
Class B certificate, which is subordinated to the Class A certificate, was
retained by the Company.  The Company owns the remaining undivided interests
in the trust not represented by the Class A and Class B certificates (the
"Seller's Interest").  These transactions had no significant impact on the
Company's earnings in 1996

Cash flows generated from the receivables in the trust are, to the extent
allocable to the investors, applied 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, which will continue to service the receivables for the
trust.  Excess cash flows revert to the Company.  The Company's investment in
the Class B certificate and the Seller's Interest totals $32,516 at January 31,
1997, and is included in customer accounts receivable.

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.

Statement of Financial Accounting Standards No. 125, which is effective for
transfers of financial assets beginning in 1997, will not have a significant
impact on the Company's financial position or results of operations.


NOTE 6:  PROPERTY, BUILDINGS AND EQUIPMENT

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

<TABLE>
<CAPTION>
January 31,                                               1997          1996
- ----------------------------------------------------------------------------
<S>                                                 <C>           <C>
Land and land improvements                          $   50,542    $   42,814
Buildings                                              450,227       448,596
Leasehold improvements                                 740,802       642,295
Store fixtures and equipment                           746,152       672,887
                                                    ------------------------
                                                    $1,987,723    $1,806,592
Less accumulated depreciation
  and amortization                                    (944,470)     (838,812)
                                                    ------------------------
                                                     1,043,253       967,780
Construction in progress                               109,201       135,518
                                                    ------------------------
Property, buildings and
  equipment, net                                    $1,152,454    $1,103,298
                                                    ========================
</TABLE>

At January 31, 1997, the Company has contractual commitments of approximately
$84,738 for construction of new stores.

At January 31, 1997, the net book value of property located in California is
approximately $320,000.  The Company does not carry earthquake insurance in
California because of its high cost.














































Page 20  Nordstrom, Inc. and Subsidiaries

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7:  NOTES PAYABLE

A summary of notes payable is as follows:

<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996          1995
- ----------------------------------------------------------------------------
<S>                                     <C>           <C>           <C>
Average daily short-term borrowings     $242,033      $173,343      $106,092
Maximum amount outstanding               345,738       303,072       209,605
Weighted average interest rate:
  During the year                           5.4%          5.9%          4.9%
  At year-end                               5.3%          5.5%          6.0%
</TABLE>

At January 31, 1997, Nordstrom Credit, Inc. has an unsecured line of credit
with a group of commercial banks totaling $300,000 which is available as
liquidity support for short-term debt, and expires in June 2001.  Nordstrom
Credit, Inc. pays commitment fees for the line in lieu of compensating
balance requirements.


NOTE 8:  LONG-TERM DEBT

A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
January 31,                                               1997          1996
- ----------------------------------------------------------------------------
<S>                                                   <C>           <C>
Senior notes, 8.875%, due 1998                        $ 50,000      $ 50,000
Medium-term notes,
  Nordstrom Credit, Inc.,
  6.875%-9.6%, due 1997-2001                           211,000       226,000
Notes payable,
  Nordstrom Credit, Inc.,
  6.7%, due 2005                                       100,000       100,000
Sinking fund debentures,
  Nordstrom Credit, Inc.,
  9.375%                                                     -        43,100
Other                                                   19,632        20,843
                                                      ----------------------
Total long-term debt                                   380,632       439,943
Less current portion                                   (51,302)      (74,210)
                                                      ----------------------
Total due beyond one year                             $329,330      $365,733
                                                      ======================
</TABLE>

The senior note agreements contain restrictive covenants which, among other
things, restrict dividends to shareholders to a formula amount.  At 
January 31, 1997, approximately $774,391 of retained earnings is not
restricted.

Aggregate principal payments on long-term debt are as follows:  1997-$51,302;
1998-$101,433; 1999-$59,326; 2000-$43,273; and 2001-$11,529.


NOTE 9:  LEASES

The Company leases land, buildings and equipment under noncancelable lease 
agreements with expiration dates ranging from 1997 to 2080.  Certain of the 
leases include renewal provisions at the Company's option.  Most of the leases 
provide for additional rentals based upon specific percentages of sales and 
require the Company to pay for certain other costs.

Future minimum lease payments as of January 31, 1997 are as follows:  
1997-$30,782; 1998-$30,103; 1999-$29,654; 2000-$28,303; 2001-$27,061; and 
thereafter-$205,756.

The following is a schedule of rent expense:

<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996          1995
- ----------------------------------------------------------------------------
<S>                                      <C>           <C>           <C>
Minimum rent:
  Store locations                        $15,468       $15,864       $16,022
  Office, warehouses and equipment        17,815        17,309        18,336
Contingent rent:
  Store location percentage rent          13,673        13,741        14,078
  Common area costs, taxes and other       9,504         9,831         9,032
                                         -----------------------------------
Total rent expense                       $56,460       $56,745       $57,468
                                         ===================================
</TABLE>












































                                      Nordstrom, Inc. and Subsidiaries  Page 21
NOTE 10:  STOCK OPTIONS

The Company provides  a non-qualified stock option plan for certain key
employees.  Options are issued at market value at the date of grant and become
exercisable over a four-year period.  The number of shares reserved for future
stock option grants is 301,917 at January 31, 1997.

The Company has elected to follow the measurement provisions of Accounting
Principles Board (APB) Opinion No. 25, under which no recognition of expense is
required in accounting for its stock options.  If the Company had elected to
follow the measurement provisions of Statement of Financial Accounting
Standards No. 123 ("SFAS 123") in accounting for its stock options,
compensation expense would be recognized based on the fair value of the options
at the date of grant.  To estimate compensation expense which would be
recognized under SFAS 123, the Company used the modified Black-Scholes
option-pricing model with the following weighted-average assumptions for
options granted in 1996 and 1995, respectively:  risk-free interest rates of
6.4% and 5.5%; expected volatility factors of .33 and .34; and expected
dividend yield of 1% and expected life of 7 for both years.  

If SFAS 123 were used to account for the Company's stock option plan, the pro
forma effect on net earnings and earnings per share would be as follows:


<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996
- --------------------------------------------------------------
<S>                                     <C>           <C>
Pro forma net earnings                  $145,603      $164,078
Pro forma net earnings per
  average share of common
  stock outstanding                        $1.80         $2.00
</TABLE>


The effects of applying SFAS 123 in this pro forma disclosure are not
indicative of future amounts as awards prior to 1995 are not included, and
additional awards in future years are anticipated.

A summary of stock option activity follows:

<TABLE>
<CAPTION>
                                                                Weighted-
                                                                  Average
                                                                 Exercise
                                            Shares                  Price
- -------------------------------------------------------------------------
<S>                                      <C>                    <C>
Outstanding,
    February 1, 1994                     1,732,464                    $31
  Granted                                  345,770                     46
  Exercised                               (182,662)                    27
  Forfeited                                (17,322)                    34
                                         --------------------------------
Outstanding,
    January 31, 1995                     1,878,250                     35
  Granted                                  419,080                     41
  Exercised                               (154,366)                    28
  Forfeited                                (41,625)                    39
                                         --------------------------------
Outstanding, 
    January 31, 1996                     2,101,339                     36
  Granted                                  372,122                     46
  Exercised                               (429,419)                    31
  Forfeited                               (184,289)                    40
                                         --------------------------------
Outstanding,
    January 31, 1997                     1,859,753                    $39
                                         ================================
</TABLE>



<TABLE>
<CAPTION>
                                                                Weighted-
                                                                  Average
                                                                 Exercise
                                            Shares                  Price
- -------------------------------------------------------------------------
<S>                                      <C>                     <C>
Exercisable, January 31, 1995              964,023                     $31
Exercisable, January 31, 1996            1,139,638                      33
Exercisable, January 31, 1997              995,372                      36
</TABLE>


At January 31, 1997, the weighted-average remaining contractual life of options
outstanding is 7 years, with an exercise price of $22 to $51.

Of the 1,859,753 stock options outstanding at January 31, 1997, 802,388 were
below the quoted market price of the Company's stock of $37 and are exercisable
over the next 7 years.














































Page 22  Nordstrom, Inc. and Subsidiaries

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11:  SUPPLEMENTARY CASH FLOW INFORMATION

Supplementary cash flow information includes the following:

<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996          1995
- ----------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>
Cash paid during the year for:
  Interest (net of capitalized
    interest)                           $ 43,356      $ 42,248      $ 34,520
  Income taxes                           106,982       121,212       146,590
</TABLE>



NOTE 12:  CREDIT CARD AND FINANCING SUBSIDIARIES

Nordstrom National Credit Bank (the "Bank"), a wholly owned subsidiary of the 
Company, issues a credit card for use in Company stores, and in 1994 introduced
a VISA card.  Nordstrom Credit, Inc., also a wholly owned subsidiary, finances
all receivables generated through the use of the proprietary credit card, and
until August 15, 1996, the VISA card.  On August 15, 1996, substantially all
of the outstanding VISA receivables were transferred to a trust in connection
with a securitization of the receivables.  As a result of this transaction,
Nordstrom Credit, Inc. no longer purchases and finances receivables generated
through the use of the Bank's VISA card, and the Bank securitizes all new VISA
receivables through the trust.  Net VISA receivables totaled $204,736 at
January 31, 1996.

Condensed combined financial information of these subsidiaries is as follows:

<TABLE>
<CAPTION>
Year ended January 31,                      1997          1996          1995
- ----------------------------------------------------------------------------
<S>                                     <C>           <C>            <C>
Service charge income                   $128,240      $122,973       $92,591
Other income                              17,823        14,799        12,525
                                        ------------------------------------
  Total revenue                         $146,063      $137,772      $105,116
                                        ====================================
Net earnings                            $ 31,518      $ 23,835      $ 23,019
                                        ====================================
</TABLE>


<TABLE>
<CAPTION>
January 31,                                               1997          1996
- ----------------------------------------------------------------------------
<S>                                                   <C>           <C>
Assets:
  Cash and cash equivalents                           $ 24,374      $ 23,190
  Accounts receivable, net                             693,124       873,893
  Other assets                                           7,846         8,126
                                                      ----------------------
Total assets                                          $725,344      $905,209
                                                      ======================


Liabilities and investment of Nordstrom, Inc.:
  Notes payable:
    Nordstrom, Inc.                                   $ 54,000      $ 86,000
    Other                                              163,770       232,501
  Accounts payable and
    accrued liabilities                                 65,576        14,988
  Long-term debt                                       311,000       369,100
  Investment of Nordstrom, Inc.                        130,998       202,620
                                                      ----------------------
Total liabilities and investment
  of Nordstrom, Inc.                                  $725,344      $905,209
                                                      ======================
</TABLE>


























































                                      Nordstrom, Inc. and Subsidiaries  Page 23

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13:  SELECTED QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>
Year ended January 31, 1997  1st Quarter  2nd Quarter  3rd Quarter  4th Quarter      Total
- ------------------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>          <C>         <C>
Net sales                       $905,962   $1,241,464     $984,440   $1,321,197 $4,453,063
Gross profit                     288,850      379,576      319,062      383,538  1,371,026
Earnings before income taxes      42,897       74,081       55,736       70,791    243,505
Net earnings                      25,897       44,781       34,036       42,791    147,505
Earnings per share                   .32          .55          .42          .53       1.82
Dividends per share                 .125         .125         .125         .125        .50

Year ended January 31, 1996  1st Quarter  2nd Quarter  3rd Quarter  4th Quarter      Total
- ------------------------------------------------------------------------------------------
Net sales                       $815,598   $1,149,239     $906,848   $1,241,832 $4,113,517
Gross profit                     261,864      369,455      294,564      381,384  1,307,267
Earnings before income taxes      45,677       89,065       48,542       89,028    272,312
Net earnings                      27,677       53,865       29,442       54,128    165,112
Earnings per share                   .34          .65          .36          .67       2.02
Dividends per share                 .125         .125         .125         .125        .50
</TABLE>








































Page 24  Nordstrom, Inc. and Subsidiaries

<PAGE>

MANAGEMENT AND INDEPENDENT AUDITORS' REPORTS


REPORT OF MANAGEMENT

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

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

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

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



John A. Goesling
Executive Vice President and Chief Financial Officer



INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheets of Nordstrom, 
Inc. and subsidiaries as of January 31, 1997 and 1996, and the related 
consolidated statements of earnings, shareholders' equity and cash flows for 
each of the three years in the period ended January 31, 1997.  These financial 
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based on 
our audits.

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

In our opinion, such consolidated financial statements present fairly, in all 
material respects, the financial position of Nordstrom, Inc. and subsidiaries 
as of January 31, 1997 and 1996, and the results of their operations and their 
cash flows for each of the three years in the period ended January 31, 1997, 
in conformity with generally accepted accounting principles.



Deloitte & Touche LLP

Seattle, Washington; March 10, 1997

























































                                     Nordstrom, Inc. and Subsidiaries  Page 25

<PAGE>
TEN YEAR STATISTICAL SUMMARY

Dollars in thousands except square footage and per share amounts

<TABLE>
<CAPTION>
Year ended January 31,           1997        1996        1995        1994        1993        1992
- -------------------------------------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>
Financial Position
  Customer accounts
    receivable, net        $ 693,123   $  874,103  $  655,715  $  565,151  $  584,379  $  585,490
  Merchandise inventories     719,919     626,303     627,930     585,602     536,739     506,632
  Current assets            1,532,399   1,612,776   1,397,713   1,314,914   1,219,844   1,177,638
  Current liabilities         787,377     832,313     690,454     627,485     511,196     553,903
  Working capital             745,022     780,463     707,259     687,429     708,648     623,735
  Working capital ratio          1.95        1.94        2.02        2.10        2.39        2.13
  Property, buildings and
    equipment, net          1,152,454   1,103,298     984,195     845,596     824,142     856,404
  Long-term debt              380,632     439,943     373,910     438,574     481,945     511,000
  Debt/capital ratio            26.98       32.09       25.56       29.11       33.09       40.74
  Shareholders' Equity      1,473,192   1,422,972   1,343,800   1,166,504   1,052,031     939,231
  Shares outstanding       79,634,977  81,113,144  82,244,098  82,059,128  81,974,797  81,844,227
  Book value per share          18.50       17.54       16.34       14.22       12.83       11.48
  Total assets              2,702,507   2,732,619   2,396,783   2,177,481   2,053,170   2,041,875

Operations
  Net sales                 4,453,063   4,113,517   3,894,478   3,589,938   3,421,979   3,179,820
  Costs and expenses:
    Cost of sales and
      related buying and
      occupancy             3,082,037   2,806,250   2,599,553   2,469,304   2,339,107   2,169,437
    Selling, general and
      administrative        1,217,590   1,120,790   1,023,347     940,579     902,083     831,505
    Interest, net              39,400      39,295      30,664      37,646      44,810      49,106
    Service charge income
      and other, net         (129,469)   (125,130)    (94,644)    (88,509)    (86,140)    (87,443)
  Total costs and expenses  4,209,558   3,841,205   3,558,920   3,359,020   3,199,860   2,962,605
  Earnings before income
    taxes                     243,505     272,312     335,558     230,918     222,119     217,215
  Income taxes                 96,000     107,200     132,600      90,500      85,500      81,400
  Net earnings                147,505     165,112     202,958     140,418     136,619     135,815
  Earnings per share             1.82        2.02        2.47        1.71        1.67        1.66
  Dividends per share             .50         .50        .385         .34         .32         .31
  Net earnings as a percent
    of net sales                3.31%       4.01%       5.21%       3.91%       3.99%       4.27%
  Return on average
    shareholders' equity       10.19%      11.94%      16.17%      12.66%      13.72%      15.38%
  Sales per square foot
    for Company-operated
    stores                       377          382         395         383         381         388

Stores and Facilities
  Company-operated stores         83           78          76          74          72          68
  Total square footage    11,754,000   10,713,000   9,998,000   9,282,000   9,224,000   8,590,000
</TABLE>


Page 26  Nordstrom, Inc. and Subsidiaries

<PAGE>
TEN YEAR STATISTICAL SUMMARY (CONTINUED)

Dollars in thousands except square footage and per share amounts

<TABLE>
<CAPTION>
Year ended January 31,           1991        1990        1989        1988
- -------------------------------------------------------------------------
<S>                        <C>         <C>         <C>         <C>       
Financial Position
  Customer accounts
    receivable, net        $  558,573  $  519,656  $  465,929  $  391,387
  Merchandise inventories     448,344     419,976     403,795     312,696
  Current assets            1,090,379   1,011,148     913,986     730,182
  Current liabilities         551,835     489,888     448,165     394,699
  Working capital             538,544     521,260     465,821     335,483
  Working capital ratio          1.98        2.06        2.04        1.85
  Property, buildings and
    equipment, net            806,191     691,937     594,038     502,661
  Long-term debt              489,172     468,412     389,216     260,343
  Debt/capital ratio            43.59       43.78       43.12       39.57
  Shareholders' Equity        826,410     733,250     639,941     533,209
  Shares outstanding       81,737,910  81,584,710  81,465,027  81,371,106
  Book value per share          10.11        8.99        7.86        6.55
  Total assets              1,902,589   1,707,420   1,511,703   1,234,267

Operations
  Net sales                 2,893,904   2,671,114   2,327,946   1,920,231
  Costs and expenses:
    Cost of sales and
      related buying and
      occupancy             2,000,250   1,829,383   1,563,832   1,300,720
    Selling, general and
      administrative          747,770     669,159     582,973     477,488
    Interest, net              52,228      49,121      39,977      32,952
    Service charge income
      and other, net          (84,660)    (55,958)    (57,268)    (53,662)
  Total costs and expenses  2,715,588   2,491,705   2,129,514   1,757,498
  Earnings before income
    taxes                     178,316     179,409     198,432     162,733
  Income taxes                 62,500      64,500      75,100      70,000
  Net earnings                115,816     114,909     123,332      92,733
  Earnings per share             1.42        1.41        1.51        1.13
  Dividends per share             .30         .28         .22         .18
  Net earnings as a percent
    of net sales                 4.00%       4.30%       5.30%       4.83%
  Return on average
    shareholders' equity        14.85%      16.74%      21.03%      18.84%
  Sales per square foot
    for Company-operated
    stores                        391         398         380         349

Stores and Facilities
  Company-operated stores          63          59          58          56
  Total square footage      7,655,000   6,898,000   6,374,000   5,527,000
</TABLE>


































                                     Nordstrom, Inc. and Subsidiaries  Page 27

<PAGE>

RETAIL STORE FACILITIES

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

                                         Present                                               Present
                    Year opened      total store                          Year opened      total store
Location            or acquired     area/sq. ft.    Location              or acquired     area/sq. ft.
- ------------------------------------------------    --------------------------------------------------
<S>                 <C>             <C>             <C>                   <C>             <C>
WASHINGTON GROUP                                    NORTHERN CALIFORNIA GROUP
Downtown Seattle(1)        1963          245,000    Hillsdale Shopping Center    1982          149,000
Northgate Mall             1965          122,000    Broadway Plaza               1984          193,000
Tacoma Mall                1966          134,000    Stanford Shopping Center     1984          187,000
Bellevue Square            1967          285,000    The Village at Corte Madera  1985          116,000
Southcenter Mall           1968          170,000    Valley Fair                  1987          165,000
Yakima                     1972           44,000    280 Metro Center Rack        1987           31,000
Spokane                    1974          121,000    Stonestown Galleria          1988          174,000
Alderwood Mall             1979          127,000    Downtown San Francisco       1988          350,000
Alderwood Rack             1985           25,000    Arden Fair                   1989          190,000
Downtown Seattle Rack      1987           42,000    Stoneridge Mall              1990          173,000
Bellis Fair Rack           1990           20,000    Marina Square Rack           1990           44,000
SuperMall Rack             1995           48,000
                                                    UTAH GROUP
OREGON GROUP                                        Crossroads Plaza             1980          140,000
Lloyd Center               1963          150,000    Fashion Place Mall           1981          110,000
Downtown Portland          1966          174,000    Ogden City Mall              1982           76,000
Washington Square          1974          189,000    Sugarhouse Center Rack       1991           31,000
Vancouver Mall             1977           71,000    Park Meadows                 1996          245,000
Salem Centre               1980           71,000    
Clackamas Town Center      1981          121,000    CAPITAL GROUP
Clackamas Rack             1983           28,000    Tysons Corner Center         1988          253,000
Downtown Portland Rack     1986           19,000    The Fashion Centre at
                                                      Pentagon City              1989          241,000
SOUTHERN CALIFORNIA GROUP                           Potomac Mills Rack           1990           46,000
South Coast Plaza          1978          235,000    Montgomery Mall              1991          225,000
Brea Mall                  1979          195,000    City Place Rack              1992           37,000
Los Cerritos Center        1981          122,000    Towson Town Center           1992          205,000
Fashion Valley Mall        1981          156,000    Towson Rack                  1992           31,000
Glendale Galleria          1983          147,000    Franklin Mills Factory
Santa Ana Rack             1983           22,000      Direct                     1993           43,000
Topanga Plaza              1984          154,000    Annapolis Mall               1994          162,000
University Towne Centre    1984          130,000    King of Prussia              1996          238,000
Woodland Hills Rack        1984           48,000
The Galleria at South Bay  1985          161,000    NORTHEAST GROUP
Westside Pavilion          1985          150,000    Garden State Plaza           1990          282,000
Horton Plaza               1985          151,000    Menlo Park Mall              1991          266,000
Mission Valley Rack        1985           27,000    Freehold Raceway Mall        1992          174,000
Montclair Plaza            1986          134,000    Faconnable                   1993           10,000
North County Fair          1986          156,000    The Westchester              1995          219,000
MainPlace Mall             1987          169,000    The Mall at Short Hills      1995          188,000
Chino Town Square Rack     1987           30,000
Paseo Nuevo                1990          186,000    MIDWEST GROUP
The Galleria at Tyler      1991          164,000    Oakbrook Center              1991          249,000
Santa Anita                1994          151,000    Mall of America              1992          240,000
                                                    Woodfield Rack               1994           45,000
ALASKA GROUP                                        Old Orchard                  1994          209,000
Anchorage                  1975           97,000    Woodfield Shopping Center    1995          215,000
                                                    Circle Centre Mall           1995          216,000
SOUTHWEST GROUP                                     Somerset Collection North    1996          258,000
Dallas Galleria            1996          249,000    Villiage Square Rack         1996           40,000
                                                   
                                                    CLEARANCE STORES
                                                    Arizona                                     48,000
<FN>
(1) Excludes approximately 23,000 square feet of
    corporate and administrative offices.
</TABLE>

Page 30  Nordstrom, Inc. and Subsidiaries

<PAGE>
NORDSTROM, INC. AND SUBSIDIARIES


Appendix

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

Net Earnings                                                              3

Percentage of 1996 Sales by Merchandise Category                         11

Investing and Operating Cash Flows                                       12

Square Footage by Market Area at end of 1996                             13
</TABLE>








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




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

Nordstrom National Credit Bank              Colorado
</TABLE>







<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-END>                               JAN-31-1997
<CASH>                                          28,284
<SECURITIES>                                         0
<RECEIVABLES>                                  741,382
<ALLOWANCES>                                    26,793
<INVENTORY>                                    719,919
<CURRENT-ASSETS>                             1,532,399
<PP&E>                                       2,096,924
<DEPRECIATION>                                 944,470
<TOTAL-ASSETS>                               2,702,507
<CURRENT-LIABILITIES>                          787,377
<BONDS>                                        329,330
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       183,398
<OTHER-SE>                                   1,289,794
<TOTAL-LIABILITY-AND-EQUITY>                 2,702,507
<SALES>                                      4,453,063
<TOTAL-REVENUES>                             4,453,063
<CGS>                                        3,082,037
<TOTAL-COSTS>                                4,209,558
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                51,352
<INTEREST-EXPENSE>                              39,400
<INCOME-PRETAX>                                243,505
<INCOME-TAX>                                    96,000
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   147,505
<EPS-PRIMARY>                                     1.82
<EPS-DILUTED>                                     1.82
        

</TABLE>