<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1998
 
                                                       REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                NORDSTROM, INC.
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                          <C>
                Washington                                       91-0515058
      (State or other jurisdiction of               (I.R.S. Employer Identification No.)
               incorporation
             or organization)
             1501 Fifth Avenue                                KAREN E. PURPUR
         Seattle, Washington 98101                           1321 Second Avenue
              (206) 628-2111                             Seattle, Washington 98101
(Address, including zip code, and telephone                    (206) 233-6248
      number, including area code, of        (Name, address, including zip code, and telephone
 registrant's principal executive offices)   number, including area code, of agent for service)
                                          Copies to:
             MICHAEL E. MORGAN                                 PAUL A. WEBBER
            LAWRENCE J. STEELE                       Orrick, Herrington & Sutcliffe LLP
      Lane Powell Spears Lubersky LLP              777 South Figueroa Street, Suite 3200
       1420 Fifth Avenue, Suite 4100                       Los Angeles, CA 90017
      Seattle, Washington 98101-2338
</TABLE>

 
                            ------------------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  As soon as practicable after this registration statement becomes effective.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  / /
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.  / /
 
    If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
                                                                      PROPOSED            PROPOSED
            TITLE OF EACH CLASS                                       MAXIMUM             MAXIMUM            AMOUNT OF
            OF SECURITIES TO BE                 AMOUNT TO BE       OFFERING PRICE        AGGREGATE          REGISTRATION
                REGISTERED                       REGISTERED         PER UNIT(1)      OFFERING PRICE(1)          FEE
<S>                                          <C>                 <C>                 <C>                 <C>
    % Senior Debentures Due 2028...........     $300,000,000            100%            $300,000,000          $88,500
</TABLE>

 
(1) Exclusive of accrued interest, if any. These figures are estimated solely
    for purposes of calculating the registration fee.
                            ------------------------
 
    The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>
                 SUBJECT TO COMPLETION, DATED FEBRUARY 27, 1998
 
                                  $300,000,000
 
                                NORDSTROM, INC.
 
                            % SENIOR DEBENTURES DUE 2028
 
                                 -------------
 
    Interest on the     % Senior Debentures due 2028 ("Debentures") is payable
on September 15 and March 15 of each year, commencing September 15, 1998. The
Debentures are not redeemable at the option of the Company prior to maturity and
are not entitled to the benefit of any sinking fund. The Debentures are
unsecured obligations of the Company and will rank pari passu with each other
and with all other unsecured and unsubordinated indebtedness of the Company. The
Debentures will be represented by one or more global Debentures registered in
the name of a nominee of The Depository Trust Company ("DTC"). Beneficial
interests in the global Debentures will be shown on, and transfers thereof will
be effected only through, records maintained by DTC and its participants.
Debentures in definitive form will not be issued. The Debentures will be issued
only in registered form in denominations of $1,000 and integral multiples
thereof. See "Description of Debentures."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
        COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
        ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
                   TO THE CONTRARY IS A CRIMINAL OFFENSE.
 

<TABLE>
<CAPTION>
                                                       INITIAL PUBLIC       UNDERWRITING        PROCEEDS TO
                                                     OFFERING PRICE(1)      DISCOUNT(2)        COMPANY(1)(3)
                                                     ------------------  ------------------  ------------------
<S>                                                  <C>                 <C>                 <C>
Per Debenture......................................          %                   %                   %
Total..............................................          $                   $                   $
</TABLE>

 
(1) Plus accrued interest, if any, from             , 1998.
 
(2) The Company has agreed to indemnify the Underwriters against certain
    liabilities, including liabilities under the Securities Act of 1933.
 
(3) Before deducting estimated expenses of $        payable by the Company.
 
                               ------------------
 
    The Debentures offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them, and subject to
their right to reject orders in whole or in part. It is expected that the
Debentures will be ready for delivery in book-entry form only through the
facilities of DTC in New York, New York, on or about             , 1998, against
payment therefor in immediately available funds.
 
GOLDMAN, SACHS & CO.
 
                   CREDIT SUISSE FIRST BOSTON
 
                                      J.P. MORGAN & CO.
 
                               ------------------
 
               The date of this Prospectus is             , 1998.

<PAGE>
    CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS IN THE
DEBENTURES, AND THE IMPOSITION OF A PENALTY BID, IN CONNECTION WITH THE
OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
 
                             AVAILABLE INFORMATION
 
    Nordstrom, Inc. (the "Company" or "Nordstrom") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference room of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and the public reference
facilities in the New York Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048; and the Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street N.W., Washington, D.C.
20549. In addition, electronic copies of the Company's filings with the
Commission may be accessed on the world wide web via the Commission's EDGAR
database at its website (http://www.sec.gov).
 
    This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 ("Registration Statement") and the exhibits
which the Company has filed with the Commission under the Securities Act of
1933, as amended, and to which reference is hereby made for further information.
The information so omitted may be obtained from the Commission's principal
office in Washington, D.C. upon payment of the fees prescribed by the
Commission.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents filed with the Commission by the Company are
incorporated into this Prospectus by reference:
 
    1.  The Company's Annual Report on Form 10-K for the fiscal year ended
       January 31, 1997;
 
    2.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
       April 30, 1997;
 
    3.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
       July 31, 1997; and
 
    4.  The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
       October 31, 1997.
 
    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the effectiveness of the Registration Statement
of which this Prospectus is a part and prior to the termination of the offering
of the Debentures shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing such documents.
 
    The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated by reference herein,
other than exhibits to such documents. Requests for such copies should be
directed to: Nordstrom, Inc., 1321 Second Avenue, Seattle, Washington 98101,
Attention: Karen E. Purpur, Secretary, telephone (206) 233-6248.
 
                              RECENT DEVELOPMENTS
 
    The Company recently announced its unaudited financial results for its
fourth quarter and the fiscal year ended January 31, 1998 ("Fiscal 1997"). Net
income for the fourth quarter was $59.1 million, a 38.2% increase from $42.8
million in the fourth quarter of the year ended January 31, 1997 ("Fiscal
1996"). Net sales increased to $1.5 billion, up 10.1% from $1.3 billion in the
fourth quarter of Fiscal 1996.
 
                                       2

<PAGE>
    For Fiscal 1997, the Company had net income of $186.2 million, a 26.2%
increase over net income of $147.5 million in Fiscal 1996. Net sales increased
8.9% to $4.9 billion in Fiscal 1997 from $4.5 billion in Fiscal 1996.
 
    Comparable store sales increased 3.8% for Fiscal 1997, compared to a 0.6%
increase in Fiscal 1996. The Company attributes this growth to a strong economic
environment and a positive reaction to merchandising changes implemented in its
women's apparel departments. The remainder of the growth in sales was the result
of new store openings and higher sales in the Company's direct sales catalog
business.
 
    The Company's operating margin improved in Fiscal 1997 compared to Fiscal
1996. As a percentage of sales, total costs and expenses were 93.7%, compared to
94.5% in Fiscal 1996. Merchandise markups were higher and markdowns were lower
in Fiscal 1997 compared to Fiscal 1996, reflecting growth in sales and recovery
from the impact of changes in the Company's women's apparel departments
implemented in Fiscal 1996.
 
    In February 1998, the Company's board of directors approved a $400 million
common stock repurchase program. Prior to such approval, the Company completed a
$100 million common stock repurchase program approved in February 1997.
 
                                USE OF PROCEEDS
 
    The net proceeds to the Company from the sale of the Debentures will be used
primarily for the repayment of an estimated $210 million in outstanding
short-term indebtedness with interest rates ranging from 5.5% to 5.6% and
maturity dates approximately concurrent with the date of this Offering. The
remainder of such proceeds will be used for general corporate purposes,
including repurchase of the Company's common stock pursuant to its common stock
repurchase program. Pending such uses, the net proceeds will be temporarily
invested in money market instruments.
 
                                       3

<PAGE>
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
    The selected consolidated financial data presented below under the captions
"Operating Results" and "Balance Sheet Data" for, and as of the end of, each of
the years in the five-year period ended January 31, 1997 have been derived from
the audited consolidated financial statements of the Company. The selected
consolidated financial data presented below under the captions "Operating
Results" and "Balance Sheet Data" as of and for the nine month periods ended
October 31, 1996 and 1997 have been derived from unaudited interim condensed
consolidated financial information of the Company. In the opinion of management,
the unaudited interim condensed consolidated financial information has been
prepared on the same basis as the audited consolidated financial statements and
includes all adjustments, consisting only of normal recurring adjustments,
necessary to fairly state the information set forth therein. The results of
operations for the nine months ended October 31, 1997, are not necessarily
indicative of results to be expected for the full fiscal year or for any future
period. This information is qualified in its entirety by and should be read in
conjunction with the detailed information and financial statements and
applicable management's discussion and analysis included in the Company's Annual
Report on Form 10-K for the year ended January 31, 1997 and Quarterly Reports on
Form 10-Q for the quarters ended April 30, 1997, July 31, 1997 and October 31,
1997.
 

<TABLE>
<CAPTION>
                                                                                             NINE MONTHS ENDED
                                                                                                OCTOBER 31,
                                               FISCAL YEAR ENDED JANUARY 31,                    (UNAUDITED)
                                  -------------------------------------------------------  ----------------------
                                    1993       1994       1995        1996        1997        1996        1997
                                  ---------  ---------  ---------  ----------  ----------  ----------  ----------
                                           (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SQUARE FOOT AMOUNTS)
 
<S>                               <C>        <C>        <C>        <C>         <C>         <C>         <C>
OPERATING RESULTS:
  Net sales.....................  $3,421,979 $3,589,938 $3,894,478 $4,113,517  $4,453,063  $3,131,866  $3,396,876
  Net earnings..................    136,619    140,418    202,958     165,112     147,505     104,714     127,080
BALANCE SHEET DATA (AT PERIOD
  END):
  Total assets..................  $2,053,170 $2,177,481 $2,396,783 $2,732,619  $2,702,507  $2,894,421  $3,126,308
  Notes payable.................     38,319     40,337     87,388     232,501     163,770     190,890     241,348
  Long-term debt, including
    current portion.............    481,945    438,574    373,910     439,943     380,632     404,970     472,044
  Shareholders' equity..........  1,052,031  1,166,504  1,343,800   1,422,972   1,473,192   1,461,550   1,484,029
OTHER DATA:
Ratio of earnings to fixed
  charges (1)...................      4.41x      4.95x      6.79x       5.14x       4.99x       4.66x       5.43x
Number of stores (at period
  end)..........................         72         74         76          78          83          83          90
Total square footage
  (at period end)...............  9,224,000  9,282,000  9,998,000  10,713,000  11,754,000  11,743,000  12,592,000
Net sales per square foot.......  $     381  $     383  $     395  $      382  $      377  $      358  $      364
</TABLE>

 
- ------------------------------
 
(1) For the purpose of this ratio, earnings consist of earnings before income
    taxes plus fixed charges less capitalized interest. Fixed charges consist of
    interest expense, capitalized interest and the estimated interest portion of
    rent expense.
 
                                       4

<PAGE>
                                    BUSINESS
 
    Nordstrom is a specialty retailer selling a wide selection of apparel, shoes
and accessories for women, men and children. Most of Nordstrom's merchandise
categories are offered in each of its 65 large fashion specialty stores
currently located in Alaska, California, Colorado, Connecticut, Illinois,
Indiana, Maryland, Michigan, Minnesota, New Jersey, New York, Ohio, Oregon,
Pennsylvania, Texas, Utah, Virginia and Washington. In addition, Nordstrom
operates 21 clearance stores in California, Illinois, Maryland, New York,
Oregon, Pennsylvania, Utah, Virginia and Washington under the name "Nordstrom
Rack," one clearance store in Arizona, under the name "Last Chance Shoes and
Apparel," three specialty stores in California and New York under the name
"Faconnable" and two shoe stores in Hawaii. Nordstrom's marketing philosophy is
to offer a wide selection of merchandise, to create customer loyalty by
providing a high level of customer service and to respond rapidly to local
market conditions and fashion trends through decentralized buying and
merchandise selection. The Company's executive offices are located at 1501 Fifth
Avenue, Seattle, Washington 98101, telephone (206) 628-2111. Unless the context
otherwise indicates, reference to a year of the Company means the Company's
fiscal year which commences in the year referenced.
 
    The following table sets forth the total store area (exclusive of corporate
and administrative offices in Seattle, Washington) as of January 31, 1998 of all
stores currently operated by Nordstrom:
 

<TABLE>
<CAPTION>
                                                          TOTAL
                                                          STORE      NUMBER OF
DESCRIPTION                                               AREA        STORES
- ------------------------------------------------------  ---------  -------------
California Group......................................  4,258,000           25
<S>                                                     <C>        <C>
East Coast Group......................................  2,883,000           13
Northwest Group.......................................  2,692,000           19
Midwest Group.........................................  1,867,000            8
Rack Group............................................    857,000           22
Other.................................................     57,000            5
                                                                            --
                                                        ---------
    Total.............................................  12,614,000          92
                                                                            --
                                                                            --
                                                        ---------
                                                        ---------
</TABLE>

 
    Nordstrom currently anticipates opening three specialty stores in 1998 in
Atlanta, Georgia, Overland Park, Kansas, and Scottsdale, Arizona. The Company
also plans to open five new Nordstrom Rack Stores in 1998. These stores will
contain a total of approximately 923,000 square feet. In addition, the Company
plans to open a new and larger flagship store in downtown Seattle, Washington,
replacing an existing store.
 
    Nordstrom currently anticipates opening four specialty stores in 1999 in
Norfolk, Virginia, Providence, Rhode Island, Mission Viejo, California, and
Columbia, Maryland, and replacing an existing store in Spokane, Washington.
These stores will contain a total of approximately 809,000 square feet. In 1999,
Nordstrom also plans to complete the expansion and remodeling of a store in San
Diego, California.
 
    Nordstrom is also considering other locations in Colorado, Illinois,
Georgia, Texas, Hawaii, Missouri and Florida for potential store openings. With
respect to any proposed store, it is possible that in one or more instances
store site negotiations may be terminated and the store may not be built, or
delays may occur. Furthermore, environmental and land use regulations and the
difficulties encountered by shopping center developers in securing financing
could make future development of stores more difficult, time-consuming and
expensive.
 
    The Company regularly employs on a full or part-time basis an average of
approximately 41,000 employees. Due to the seasonal nature of the Company's
business, the number increased to approximately 49,000 employees in July 1997
for the Company's anniversary sale and in December 1997 for the Christmas
selling season.
 
                                       5

<PAGE>
                         DESCRIPTION OF THE DEBENTURES
 
    The Debentures are to be issued under an Indenture (the "Indenture"), dated
as of             1998, between the Company and Norwest Bank Colorado, National
Association, as Trustee (the "Trustee"). A copy of the Indenture substantially
in the form in which it will be executed is filed as an exhibit to the
Registration Statement and is incorporated herein by reference. The statements
under this caption relating to the Debentures and the Indenture summaries do not
purport to be complete and are qualified in their entirety by such reference to
the Debentures and the Indenture. Whenever a defined term is indicated by
capital letters, the definition thereof is contained in the Indenture.
 
    The principal of and interest and premium (if any) on the Debentures will be
payable, the transfer of Debentures will be registrable and the Debentures may
be presented for exchange at the office of the Trustee located at Norwest Bank
Minnesota, N.A., Corporate Trust Operations, Sixth Street & Marquette Avenue,
Minneapolis, Minnesota 55479-0113. So long as the Debentures are represented by
Global Debentures, the interest payable on the Debentures will be paid to Cede &
Co., the nominee of DTC, or its registered assigns, as the registered owner of
the Global Debentures, by wire transfer of immediately available funds on each
of the applicable interest payment dates, not later than 2:30 p.m. Eastern
Standard Time. If the Debentures are no longer represented by Global Debentures,
payment of interest may, at the option of the Company, be made by check mailed
to the address of the Person entitled thereto. No service charge will be made
for any transfer or exchange of Debentures, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
 
    The Debentures are not subject to redemption by the Company and no sinking
fund will be provided for them.
 
GENERAL
 
    The Debentures will be limited to $300,000,000 in aggregate principal amount
and will be senior debt securities of the Company and will rank PARI PASSU with
other unsecured and unsubordinated indebtedness of the Company. The Debentures
will be issued in denominations of $1,000 and integral multiples thereof, in
fully registered form only, will bear interest from             , 1998, at the
rate of interest stated in their title and will mature on March 15, 2028.
Interest will be payable semiannually on September 15 and March 15 in each year
to the persons in whose names the Debentures are registered at the close of
business on the preceding September 1 and March 1. The first interest payment
date is September 15, 1998.
 
LIMITATIONS ON LIENS
 
    The Company will not, and will not permit any Restricted Subsidiary (as
defined below) to, create, incur, issue, assume or guarantee any indebtedness
for money borrowed ("Debt") secured by a Mortgage (as defined below) upon any
Operating Property (as defined below), or upon shares of capital stock or Debt
issued by any Restricted Subsidiary and owned by the Company or any Restricted
Subsidiary, whether owned at the date of the Indenture or thereafter acquired,
without effectively providing concurrently that the Debentures are secured
equally and ratably with or, at the option of the Company, prior to such Debt so
long as such Debt shall be so secured.
 
    The foregoing restriction shall not apply to, and there shall be excluded
from Debt in any computation under such restriction, Debt secured by (i)
Mortgages on any property existing at the time of the acquisition thereof; (ii)
Mortgages on property of a corporation existing at the time such corporation is
merged into or consolidated with the Company or a Restricted Subsidiary or at
the time of a sale, lease or other disposition of the properties of such
corporation (or a division thereof) as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary, PROVIDED that any such
Mortgage does not extend to any property owned by the Company or any Restricted
Subsidiary immediately prior to such merger, consolidation, sale, lease or
disposition; (iii) Mortgages on property of a corporation existing at the time
 
                                       6

<PAGE>
such corporation becomes a Restricted Subsidiary; (iv) Mortgages in favor of the
Company or a Restricted Subsidiary; (v) Mortgages to secure all or part of the
cost of acquisition, construction, development or improvement of the underlying
property, or to secure Debt incurred to provide funds for any such purpose,
PROVIDED that the commitment of the creditor to extend the credit secured by any
such Mortgage shall have been obtained not later than 365 days after the later
of (a) the completion of the acquisition, construction, development or
improvement of such property, or (b) the placing in operation of such property;
(vi) Mortgages in favor of the United States of America of any State thereof, or
any department, agency or instrumentality or political subdivision thereof, to
secure partial, progress, advance or other payments; and (vii) Mortgages
existing on the date of the Indenture or any extension, renewal, replacement or
refunding of any Debt secured by a Mortgage existing on the date of the
Indenture or referred to in clauses (i) to (iii) or (v), PROVIDED that the
principal amount of Debt secured thereby and not otherwise authorized by clauses
(i) to (iii) or (v) shall not exceed the principal amount of Debt, plus any
premium or fee payable in connection with any such extension, renewal,
replacement or refunding, so secured at the time of such extension, renewal,
replacement or refunding.
 
    Notwithstanding the restrictions described above, the Company and its
Restricted Subsidiaries may create, incur, issue, assume or guarantee Debt
secured by Mortgages without equally and ratably securing the Debentures if, at
the time of such creation, incurrence, issuance, assumption or guarantee, after
giving effect thereto and to the retirement of any Debt which is concurrently
being retired, the aggregate amount of all outstanding Debt secured by Mortgages
which would otherwise be subject to such restrictions (other than any Debt
secured by Mortgages permitted as described in clauses (i) through (vii) of the
immediately preceding paragraph) does not exceed the greater of (i) 15% of
Consolidated Net Assets (as defined below) and (ii) $150 million.
 
    "Consolidated Net Assets" means the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any indebtedness for money
borrowed having a maturity of less than 12 months from the date of the most
recent consolidated balance sheet of the Company but which by its terms is
renewable or extendable beyond 12 months from such date at the option of the
borrower), and (ii) all investments in subsidiaries other than Restricted
Subsidiaries, all as set forth on the most recent consolidated balance sheet of
the Company and computed in accordance with generally accepted accounting
principles.
 
    "Mortgage" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, security interest, lien,
encumbrance, or other security arrangement of any kind or nature whatsoever on
or with respect to such property or assets (including any conditional sale or
other title retention agreement having substantially the same economic effect as
any of the foregoing).
 
    "Operating Property" means any real property or equipment located within the
United States and owned by, or leased to, the Company or any of its subsidiaries
that has a net book value (after deduction of accumulated depreciation) in
excess of 1.0% of Consolidated Net Assets.
 
    "Restricted Subsidiary" means any Subsidiary of the Company that owns any
Operating Property.
 
EVENTS OF DEFAULT, NOTICE AND WAIVER
 
    The Indenture provides that if an Event of Default specified therein shall
have happened and be continuing either the Trustee or the holders of 25% in
principal amount of the Debentures then outstanding may declare the principal of
all such Debentures to be due and payable; provided, however, that if any and
all defaults (other than the non-payment of principal of and accrued interest on
Debentures which shall have become due by acceleration) shall have been
remedied, the holders of a majority in aggregate principal amount of Debentures
then outstanding may rescind and annul such declaration and its consequences.
 
                                       7

<PAGE>
    Events of Default are defined in the Indenture as being (i) default for 30
days in payment of any interest installment; (ii) default in payment of
principal and premium, if any, when due and payable, (iii) default in the
performance, or breach, for 60 days after written notice to the Company by the
Trustee or by the holders of at least 25 percent in principal amount of the
outstanding Debentures, in any other covenant or warranty in the Indenture; and
(iv) certain events of bankruptcy, insolvency and reorganization.
 
    The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default, give to the Debenture holders notice of all uncured
defaults known to it unless, except in the case of default in the payment of
principal and premium, if any, or interest on any of the Debentures, withholding
of such notice is in the interest of the Debenture holders. The term "default"
for the purpose of this provision only shall mean the happening of any of the
Events of Default specified above, not including any grace period or any
requirement for the giving of written notice.
 
    The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care, to
be indemnified by the holders of the Debentures before proceeding to exercise
any right or power under the Indenture at the request of the Debenture holders.
The Indenture provides that the holders of a majority in principal amount of the
outstanding Debentures may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee.
 
    In certain cases, the holders of a majority in principal amount of the
outstanding Debentures may on behalf of the holders of all Debentures waive any
past default or Event of Default except, unless theretofore cured, a default in
payment of the principal and premium, if any, or interest on any of the
Debentures.
 
MODIFICATIONS OF THE INDENTURE
 
    The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of a majority in principal amount of the
outstanding Debentures, to execute supplemental indentures adding any provisions
to or changing or eliminating any of the provisions of the Indenture or
modifying the rights of the holders of the Debentures, except that no such
supplemental Indenture may (i) extend the fixed maturity of any Debentures, or
reduce the principal amount thereof or any premium thereon, or (ii) reduce the
rate or extend the time of payment of interest thereon, without the consent of
the holders of the Debentures.
 
MISCELLANEOUS
 
    The Indenture provides that no Debenture holder may institute any action
against the Company under the Indenture (except actions for payment of overdue
principal or interest and for enforcement of conversion rights) unless the
holders of at least 25% of the principal amount of Debentures then outstanding
shall have requested the Trustee to institute such action and shall have offered
reasonable indemnity against costs, expenses and liabilities and the Trustee
shall not have instituted such action within 60 days of such request.
 
THE TRUSTEE
 
    The Trustee is a national bank with its principal office in Denver,
Colorado. The Trustee also is the trustee under two indentures covering
outstanding medium term notes of Nordstrom Credit, Inc., a subsidiary of the
Company.
 
                                       8

<PAGE>
                                  UNDERWRITING
 
    Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and each
of such Underwriters has severally agreed to purchase, the principal amount of
the Debentures set forth opposite its name below:
 

<TABLE>
<CAPTION>
                                                                                  PRINCIPAL
                                                                                  AMOUNT OF
UNDERWRITER                                                                       DEBENTURES
- ------------------------------------------------------------------------------  --------------
<S>                                                                             <C>
Goldman, Sachs & Co...........................................................  $
Credit Suisse First Boston Corporation........................................
J.P. Morgan Securities Inc....................................................
                                                                                --------------
    Total.....................................................................  $  300,000,000
                                                                                --------------
                                                                                --------------
</TABLE>

 
    Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Debentures, if any are
taken.
 
    The Underwriters propose to offer the Debentures in part directly to the
public at the initial public offering price set forth on the cover page of this
Prospectus and in part to certain securities dealers at such price less a
concession of     % of the principal amount of the Debentures. The Underwriters
may allow, and such dealers may reallow, a concession not to exceed     % of the
principal amount of the Debentures to certain brokers and dealers. After the
Debentures are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
 
    The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that they intend to
make a market in the Debentures but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Debentures.
 
    In connection with the offering, the Underwriters may purchase and sell the
Debentures in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover short positions created by the
Underwriters in connection with the offering. Stabilizing transactions consist
of certain bids or purchases for the purpose of preventing or retarding a
decline in the market price of the Debentures, and short positions created by
the Underwriters involve the sale by the Underwriters of a greater number of
Debentures than they are required to purchase from the Company in the offering.
The Underwriters may also impose a penalty bid, whereby selling concessions
allowed to other broker-dealers in respect of the Debentures sold in the
offering may be reclaimed by the Underwriters if such Debentures are repurchased
by the Underwriters in stabilizing or covering transactions. These activities
may stabilize, maintain or otherwise affect the market price of the Debentures,
which may be higher than the price that might otherwise prevail in the open
market; and these activities, if commenced, may be discontinued at any time.
These transactions may be effected in the over-the-counter market or otherwise.
 
    In the ordinary course of business, certain of the Underwriters have in the
past performed, and may in the future perform, investment banking services for
the Company for which they have received, and may in the future receive, fees or
other compensation.
 
    The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933.
 
                                 LEGAL OPINIONS
 
    Certain matters with respect to the legality of the Debentures offered
hereby will be passed upon for the Company by Lane Powell Spears Lubersky LLP,
1420 Fifth Avenue, Suite 4100, Seattle, Washington 98101, and for the
Underwriters by Orrick, Herrington & Sutcliffe LLP, 777 South Figueroa Street,
Suite 3200, Los Angeles, California 90017. Orrick, Herrington & Sutcliffe LLP
will rely, as to matters of
 
                                       9

<PAGE>
Washington law, on the opinion of Lane Powell Spears Lubersky LLP. D. Wayne
Gittinger, a director of the Company, is a partner in the firm of Lane Powell
Spears Lubersky LLP. At January 31, 1998, members of that firm beneficially
owned directly or indirectly an aggregate of approximately 5,300,000 shares of
Common Stock of the Company.
 
                                    EXPERTS
 
    The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended January 31, 1997, have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
 
                                       10

<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Available Information.....................................................     2
Incorporation of Certain Documents by Reference...........................     2
Recent Developments.......................................................     2
Use of Proceeds...........................................................     3
Selected Consolidated Financial Data......................................     4
Business..................................................................     5
Description of the Debentures.............................................     6
Underwriting..............................................................     9
Legal Opinions............................................................     9
Experts...................................................................    10
</TABLE>

 
                                  $300,000,000
 
                                NORDSTROM, INC.
 
                              % SENIOR DEBENTURES
                                    DUE 2028
 
                                  ------------
 
                                   PROSPECTUS
 
                                   ----------
 
                              GOLDMAN, SACHS & CO.
                           CREDIT SUISSE FIRST BOSTON
                               J.P. MORGAN & CO.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
    The following is an itemized statement of the amounts of all expenses with
the sale and distribution of the Debentures registered hereby:
 

<TABLE>
<CAPTION>
Registration Fee...................................................  $  88,500
<S>                                                                  <C>
Printing and engraving.............................................
Legal fees and expenses............................................
Accountants' fees and expenses.....................................
Trustee's and authenticating agent's fees and expenses.............
Rating Agencies' fees..............................................
Blue Sky fees and expenses.........................................      5,000
Miscellaneous......................................................  $
                                                                     ---------
    Total..........................................................  $
                                                                     ---------
                                                                     ---------
</TABLE>

 
    All except the first of the foregoing amounts are estimates.
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    Article XII of the amended and restated Bylaws of the Registrant authorizes
the Registrant to indemnify any present or former director, officer, employee or
agent to the fullest extent not prohibited by the Washington Business
Corporation Act. Provisions of the Washington Business Corporation Act (RCW
23B.08.510 and .570) give the Registrant power to indemnify directors, officers,
employees and agents of the Registrant and those serving at the Registrant's
request in similar positions in any other corporation, partnership, joint
venture, trust or other enterprise, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended.
 
    The Registrant carries directors' and officers' liability insurance which
generally insures officers and directors of the Registrant against certain
liabilities by reason of certain acts and omissions in connection with their
duties for the Registrant.
 
ITEM 16.  EXHIBITS
 

<TABLE>
<C>        <S>
    * 1.1  Form of Underwriting Agreement.
 
    * 4.1  Form of Indenture dated             , 1998, between Registrant and Norwest Bank
             Colorado, National Association, as Trustee.
 
    * 4.2  Form of Debenture (included in Exhibit 4.1 hereto).
 
    * 5.1  Opinion of Lane Powell Spears Lubersky LLP to the Registrant.
 
     12.1  Statement regarding computation of ratio of earnings to fixed charges.
 
    *23.1  The consent of Lane Powell Spears Lubersky LLP is contained to their opinion filed as
             Exhibit 5.1
 
     23.2  Consent of Deloitte & Touche LLP independent certified public accountants.
 
     24.1  A power of attorney is contained on page II-3 of the Registration Statement.
 
    *25.1  Form T-1, Statement of Eligibility and Qualification of Norwest Bank Colorado,
             National Association, as Trustee under the Trust Indenture Act of 1939.
</TABLE>

 
- ------------------------
 
*   To be filed by amendment.
 
                                      II-1

<PAGE>
ITEM 17.  UNDERTAKINGS
 
    The undersigned registrant hereby undertakes:
 
        1.  That, for purposes of determining liability under the Securities Act
    of 1933, each filing of the Registrant's annual report pursuant to Section
    13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
    incorporated by reference in the Registration Statement shall be deemed to
    be a new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be the
    initial bona fide offering thereof.
 
        2.  The undersigned Registrant hereby undertakes to deliver or cause to
    be delivered with the Prospectus, to each person to whom the Prospectus is
    sent or given, the latest annual report to security holders that is
    incorporated by reference in the Prospectus and furnished pursuant to and
    meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
    Exchange Act of 1934; and, where interim financial information required to
    be presented by Article 3 of Regulation S-X are not set forth in the
    Prospectus, to deliver, or cause to be delivered to each person to whom the
    Prospectus is sent or given, the latest quarterly report that is
    specifically incorporated by reference in the Prospectus to provide such
    interim financial information.
 
    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions referred to in Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
 
                                      II-2

<PAGE>

                                   SIGNATURES
 
    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF SEATTLE, STATE OF WASHINGTON ON THE 27TH DAY OF
FEBRUARY, 1998.
 

<TABLE>
<S>                                           <C>        <C>
                                              NORDSTROM, INC.
 
                                              By                    /s/ JOHN J. WHITACRE
                                                         ------------------------------------------
                                                                      John J. Whitacre,
                                                             CHAIRMAN OF THE BOARD OF DIRECTORS
</TABLE>

 
                               POWER OF ATTORNEY
 
    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John J. Whitacre as his or her attorney in fact,
with full power of substitution, for him or her in any and all capabilities, to
sign any and all amendments (including post-effective amendments) to this
registration statement, to file any related registration statement filed
pursuant to rule 462(b) under the Securities Act of 1933, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming that said
attorney in fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement has been signed on February 27, 1998 by the following persons in the
capacities indicated:
 

<TABLE>
<CAPTION>
            /s/ JOHN J. WHITACRE
- -------------------------------------------   Chairman of the Board of Directors
              John J. Whitacre
 
<C>                                           <S>
            /s/ JOHN A. GOESLING
- -------------------------------------------   Executive Vice President and Treasurer
              John A. Goesling
 
           /s/ D. WAYNE GITTINGER
- -------------------------------------------   Director
             D. Wayne Gittinger
 
         /s/ ENRIQUE HERNANDEZ, JR.
- -------------------------------------------   Director
           Enrique Hernandez, Jr.
 
            /s/ CHARLES A. LYNCH
- -------------------------------------------   Director
              Charles A. Lynch
 
           /s/ ANN D. MCLAUGHLIN
- -------------------------------------------   Director
             Ann D. McLaughlin
</TABLE>

 
                                      II-3

<PAGE>

<TABLE>
<C>                                           <S>
            /s/ JOHN A. MCMILLAN
- -------------------------------------------   Director
              John A. McMillan
 
           /s/ BRUCE A. NORDSTROM
- -------------------------------------------   Director
             Bruce A. Nordstrom
 
           /s/ JOHN N. NORDSTROM
- -------------------------------------------   Director
             John N. Nordstrom
 
         /s/ ALFRED E. OSBORNE, JR.
- -------------------------------------------   Director
           Alfred E. Osborne, Jr.
 
         /s/ WILLIAM D. RUCKELSHAUS
- -------------------------------------------   Director
           William D. Ruckelshaus
 
      /s/ ELIZABETH CROWNHART VAUGHAN
- -------------------------------------------   Director
        Elizabeth Crownhart Vaughan
</TABLE>

 
                                      II-4





<PAGE>
                                                                    EXHIBIT 12.1
 
                                NORDSTROM, INC.
                 COMPUTATION OF RATIO OF EARNINGS AVAILABLE FOR
                         FIXED CHARGES TO FIXED CHARGES
                             (DOLLARS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                                                                      NINE-MONTHS ENDED
                                                          YEAR ENDED JANUARY 31,                         OCTOBER 31,
                                        ----------------------------------------------------------  ----------------------
                                           1993        1994        1995        1996        1997        1996        1997
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>         <C>
EARNINGS PER
  FINANCIAL STATEMENTS:...............  $  136,619  $  140,418  $  202,958  $  165,112  $  147,505  $  104,714  $  127,080
    Add (Deduct):
      Provision for Income Taxes......      85,500      90,500     132,600     107,200      96,000      68,000      82,600
      Fixed Charges...................      64,389      58,118      56,917      64,517      59,822      46,174      45,536
      Capitalized Interest............      (2,292)     (1,510)     (6,015)     (5,177)     (4,823)     (3,741)     (7,919)
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
    Earnings for Computation..........  $  284,216  $  287,526  $  386,460  $  331,652  $  298,504  $  215,147  $  247,297
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
FIXED CHARGES:
    Interest Expense:
      Debt and Capitalized Leases.....  $   48,263  $   40,780  $   39,095  $   46,676  $   43,653  $   33,992  $   32,448
      Equipment Leases Component......       4,125       4,043       3,567       3,057       1,901       1,416       1,419
      Operating Leases Component......      12,001      13,295      14,255      14,784      14,268      10,766      11,669
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
    Total Fixed Charges...............  $   64,389  $   58,118  $   56,917  $   64,517  $   59,822  $   46,174  $   45,536
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
Ratio of Earnings To Fixed Charges....        4.41        4.95        6.79        5.14        4.99        4.66        5.43
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                        ----------  ----------  ----------  ----------  ----------  ----------  ----------
</TABLE>






<PAGE>
                                                                    EXHIBIT 23.2
 
                         INDEPENDENT AUDITORS' CONSENT
 
We consent to the incorporation by reference in this Registration Statement of
Nordstrom, Inc. on Form S-3 of our reports dated March 10, 1997, appearing in
and incorporated by reference in the Annual Report on Form 10-K of Nordstrom,
Inc. for the year ended January 31, 1997 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
 
DELOITTE & TOUCHE LLP
 
Seattle, Washington
February 27, 1998