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, 1998

/ / 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. / /

1 of 15

On March 20, 1998, 74,303,996 shares of common stock were outstanding, and
the aggregate market value of those shares (based upon the closing price as
reported by NASDAQ) held by non-affiliates was approximately $2.8 billion.

Documents Incorporated by Reference:
Portions of Nordstrom, Inc. 1997 Annual Report to Shareholders
(Parts I, II and IV)
Portions of Proxy Statement for 1998 Annual Meeting of Shareholders
(Part III)

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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,
1998, the Company operated 65 large specialty stores in Alaska, California,
Colorado, Connecticut, Illinois, Indiana, Maryland, Michigan, Minnesota, New
Jersey, New York, Ohio, 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 21 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, New York, Oregon, Pennsylvania, Utah, Virginia, and Washington.

The Company also operates three specialty boutiques in New York and California
under the name "Faconnable", and two free-standing shoe stores located in
Hawaii. In addition, the Company operates a Direct Sales Division which
commenced operations in January 1994 with the mailing of its first catalog.

In February 1998, the Company opened a large specialty store in Atlanta,
Georgia. In March 1998, the Company opened a large specialty store in
Overland Park, Kansas and a new Rack store in Hillsboro, Oregon. In August
1998, the Company will open a new flagship store in downtown Seattle,
Washington, and in September 1998, a large specialty store in Scottsdale,
Arizona. In addition, the Company will open new Racks in Bloomington,
Minnesota, in May 1998, in San Jose, California, in July 1998 and in Littleton,
Colorado, in September 1998. In 1999, four new large specialty stores are
planned to open in Norfolk, Virginia, Providence, Rhode Island, Mission Viejo,
California, and Columbia, Maryland. The Company also plans to replace an
existing store in Spokane, Washington and complete the expansion and remodeling
of a store in San Diego, California in 1999.

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 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 1997 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:

Management Discussion and Analysis
Note 1 in Notes to Consolidated Financial Statements
Note 13 in Notes to Consolidated Financial Statements
Retail Store Facilities

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Executive Officers of the Registrant
- ------------------------------------

Officer
Name Age Title Since Family Relationship
- -------------------- --- ------------------ ------- -------------------

Jammie Baugh 44 Executive Vice 1990 None
President

Gail A. Cottle 46 Executive Vice 1985 None
President

John A. Goesling 52 Executive Vice 1980 None
President and Treasurer

Jack F. Irving 53 Executive Vice 1980 None
President

Robert J. Middlemas 41 Executive Vice 1993 None
President

Blake W. Nordstrom 37 Co-President 1991 Brother of Erik B. and
Peter E. Nordstrom

Erik B. Nordstrom 34 Co-President 1995 Brother of Blake W. and
Peter E. Nordstrom

J. Daniel Nordstrom 35 Co-President 1995 Brother of William E.
Nordstrom and cousin
of James A. Nordstrom

James A. Nordstrom 36 Co-President 1991 Cousin of J. Daniel and
William E. Nordstrom

Peter E. Nordstrom 35 Co-President 1995 Brother of Blake W. and
Erik B. Nordstrom

William E. Nordstrom 34 Co-President 1995 Brother of J. Daniel
Nordstrom and cousin
of James A. Nordstrom

James R. O'Neal 39 Executive Vice 1997 None
President

John J. Whitacre 45 Chairman of the 1989 None
Board of Directors

Martha S. Wikstrom 41 Executive Vice 1991 None
President
<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. Officers serve at the discretion of the Board of
Directors.

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Item 2. Properties.
- --------------------

The following table summarizes at January 31, 1998 the number of stores owned
or operated by the Company and the percentage of total store area represented
by each listed category:

Number of % of total store
stores square footage
--------- ----------------

Owned Stores 21 24%
Leased Stores 39 24
Owned on leased land 29 48
Partly owned & partly leased 3 4

--------- ----------------
92 100%
========= ================

The Company also operates seven merchandise distribution centers, five
which are owned, one which is leased, and one which is owned on leased
land. 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 1997 Annual Report to Shareholders, which
sections are incorporated by reference herein from Exhibit 13.1 of this
report:

Note 7 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

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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 20, 1998 was 61,300.

Certain other information required under this item with respect to stock
prices and dividends is included in the following sections of the Company's
1997 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 9 in Notes to Consolidated Financial Statements
Note 14 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 1997 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 sections
of the Company's 1997 Annual Report to Shareholders, which sections are
incorporated by reference herein from Exhibit 13.1 of this report:

Management Discussion and Analysis
Note 6 in Notes to Consolidated Financial Statements

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
- ---------------------------------------------------------------------

The Company is subject to the risk of fluctuating interest rates in the normal
course of business. The Company's major market risk relates to a portion of
its customer accounts receivable, which have a stated, as opposed to a
floating, rate of interest. These receivables are financed through a
combination of fixed and floating rate debt. The relationship between fixed
and floating rate debt varies depending on market conditions.

A portion of the Company's accounts receivable has been securitized through a
trust. The rate on these receivables varies with changes in the published
prime rate and the funding of the trust varies with changes in commercial paper
rates. The interest rate risk on these receivables is therefore relatively
small.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
(continued)
- --------------------------------------------------------------------

The Company does not enter into speculative derivative transactions or
leveraged swap agreements. The derivative instruments that the Company owns
are not held as investments, and it is the Company's intent to hold such
instruments for their respective terms. Therefore, changes in their fair
values will not have a significant effect on the Company's operations, cash
flows or financial position.

The Company has no international operations. The Company imports for its own
account merchandise for sale in its stores which amounted to approximately $467
million in 1997. Most of this merchandise is imported under letters of credit
denominated in U.S. dollars. A portion of letters of credit denominated
in foreign currencies are hedged under foreign exchange forward contracts.

The table below presents principal (or notional) amounts and related weighted
average interest rates by year of maturity. All items described in the table
are non-trading and are stated in U.S. dollars.

Fair Value
January 31,
In thousands 1998 1999 2000 2001 2002 Thereafter Total 1998
- ------------------------------------------------------------------------------------------------------------

INTEREST RATE RISK

ASSETS
Short-term
investments $ 15,690 $ 15,690 $ 15,690
Average interest
rate 5.6% 5.6%

LIABILITIES
Notes payable &
commercial paper 263,767 263,767 263,767
Average interest
rate 5.5% 5.5%

Long-term debt - Fixed 100,505 $58,552 $58,211 $11,000 $76,750 103,975 408,993 419,027
Average interest
rate 9.2% 6.9% 7.6% 8.7% 7.3% 6.7% 7.6%

Interest rate swaps -
Variable to Fixed
(notional amount) 50,000 1,621
Average pay rate 5.7%
Average receive rate 9.6%

Interest rate lock
agreement (notional
amount) 175,000 932
Average interest rates 5.8%

FOREIGN EXCHANGE RATE RISK

FORWARD CONTRACTS
Contract notional amounts -
Italian lira purchased 401 384
Average contractual
exchange rate 1.737

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

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

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

PART III

Item 10. Directors and Executive Officers of the Registrant.
- ------------------------------------------------------------

The information required under this item with respect to the Company's
Directors and compliance with Section 16(a) of the Exchange Act is included in
the following sections of the Company's Proxy Statement for its 1998 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 1998 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, 1998
Compensation and Stock Option Committee Report on Fiscal Year
1997 Executive Compensation
Compensation of the Chief Executive Officer
Stock Price Performance
Compensation of Directors
Compensation Committee Interlocks and Insider Participation

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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 1998 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.
- --------------------------------------------------------

Election of Directors
Compensation Committee Interlocks and Insider Participation
Certain Relationships and Related Transactions

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:

(a)2. Financial Statement Schedules
-----------------------------

Page
----
Independent Auditors' Consent and Report on Schedule 14
II - Valuation and Qualifying Accounts 15

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 1997 Annual Report to Shareholders as incorporated by
reference herein from Exhibit 13.1 of this report.

9 of 15

(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) Trustee Resignation of Wells Fargo Bank (Colorado), N.A., (as
successor to First Interstate Bank of Denver, N.A.), dated
March 20, 1997 is hereby incorporated by reference from the
Registrant's Form 10-K for the year ended January 31, 1997,
Exhibit 4.2.

(4.2) Trustee Acceptance of Norwest Bank Colorado, N.A., dated
March 20, 1997 is hereby incorporated by reference from the
Registrant's Form 10-K for the year ended January 31, 1997,
Exhibit 4.3.

(10.1) Operating Agreement dated August 30, 1991 between Nordstrom
Credit, Inc. and Nordstrom National Credit Bank is hereby
incorporated by reference from the Nordstrom Credit, Inc.
Quarterly Report on Form 10-Q (SEC File No. 0-12994) for the
quarter ended July 31, 1991, Exhibit 10.1, as amended.

(10.2) Merchant Agreement dated August 30, 1991 between Registrant and
Nordstrom National Credit Bank is hereby incorporated by reference
from the Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 31, 1991, Exhibit 10.1.

(10.3) The 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.

(10.4) 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.

(10.5) 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.

(10.6) 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.

(10.7) 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.

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(a)3. Exhibits
--------

(10.8) 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.

(10.9) 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.

(10.10) 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.

(10.11) Receivables Purchase Agreement dated August 14, 1996 between
Registrant and Nordstrom Credit, Inc. is hereby incorporated
by reference from the Registrant's Form 10-K for the year ended
January 31, 1997, Exhibit 10.12.

(10.12) 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.

(10.13) Credit Agreement dated July 24, 1997 between Registrant and a group
of commercial banks is hereby incorporated by reference from the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
July 31, 1997, Exhibit 10.1.

(10.14) Credit Agreement dated July 24, 1997 between Nordstrom Credit, Inc.
and a group of commercial banks is hereby incorporated by reference
from the Nordstrom Credit, Inc. Quarterly Report on Form 10-Q for
the quarter ended July 31, 1997, Exhibit 10.1.

(10.15) Commercial Paper Dealer Agreement dated October 2, 1997 between
Registrant and Bancamerica Securities, Inc. is hereby incorporated
by reference from the Registrant's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1997, Exhibit 10.1.

(10.16) Commercial Paper Agreement dated October 2, 1997 between Registrant
and Credit Suisse First Boston Corporation is hereby incorporated
by reference from the Registrant's Quarterly Report on Form 10-Q for
the quarter ended October 31, 1997, Exhibit 10.2.

(10.17) Issuing and Paying Agency Agreement dated October 2, 1997 between
Registrant and First Trust of New York, N.A. is hereby incorporated
by reference from the Registrant's Quarterly Report on Form 10-Q
for the quarter ended October 31, 1997, Exhibit 10.3.

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(a)3. Exhibits
--------

(10.18) Amendment to the 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, dated December 10, 1997 is hereby
incorporated by reference from the Nordstrom Credit, Inc. Form
10-K for the year ended January 31, 1998, Exhibit 10.13.

(13.1) The Company's 1997 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 14
of this report.

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

(27.2) Restated Financial Data Schedule for the year ended January
31, 1996 is filed herein as an Exhibit.

(27.3) Restated Financial Data Schedule for the year ended January
31, 1995 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 1997 Annual Report to Shareholders.

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

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

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

NORDSTROM, INC.
(Registrant)

Date March 31, 1998 by /s/ John A. Goesling
-------------- ------------------------------------------
John A. Goesling
Executive Vice President and Treasurer
(Principal Accounting and Financial Officer)

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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

Directors:

/s/ D. Wayne Gittinger /s/ John N. Nordstrom
- ------------------------------- --------------------------------
D. Wayne Gittinger John N. Nordstrom
Director Director

/s/ Enrique Hernandez, Jr. /s/ Alfred E. Osborne, Jr.
- ------------------------------- --------------------------------
Enrique Hernandez, Jr. 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

/s/ Bruce A. Nordstrom
- -------------------------------
Bruce A. Nordstrom
Director

Date March 31, 1998
------------------------

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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 17, 1998 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, 1998.

We have audited the consolidated financial statements of Nordstrom, Inc. and
subsidiaries as of January 31, 1998 and 1997, and for each of the three years
in the period ended January 31, 1998, and have issued our report thereon dated
March 17, 1998; such financial statements and report are included in your 1997
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, 1998
Seattle, Washington

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NORDSTROM, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(Dollars in thousands)

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

Allowance for doubtful accounts:

Year ended:

January 31, 1996 $22,958 $39,589 $33,154 $29,393

January 31, 1997 $29,393 $51,352 $53,952 $26,793

January 31, 1998 $26,793 $40,440 $36,849 $30,384

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NORDSTROM INC. AND SUBSIDIARIES

Exhibit Index

Exhibit Method of Filing
- ------- ----------------

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 Trustee Resignation of Wells Fargo Incorporated by reference
Bank (Colorado), N.A., dated from the Registrant's Form
March 20, 1997 10-K for the year ended
January 31, 1997, Exhibit
4.2.

4.2 Trustee Acceptance of Norwest Bank Incorporated by reference
Colorado, N.A., dated March 20, from the Registrant's Form
1997 10-K for the year ended
January 31, 1997, Exhibit
4.3.

10.1 Operating Agreement dated August 30, 1991 Incorporated by reference
between Nordstrom Credit, Inc. and from the Nordstrom Credit,
Nordstrom National Credit Bank Inc. Quarterly Report on
Form 10-Q (SEC File No.
0-12994) for the quarter
ended July 31, 1991,
Exhibit 10.1, as amended.

10.2 Merchant Agreement dated August 30, 1991 Incorporated by reference
between Registrant and Nordstrom from the Registrant's
National Credit Bank Quarterly Report on Form
10-Q for the quarter ended
July 31, 1991, Exhibit 10.1.

10.3 Nordstrom Supplemental Retirement Plan Incorporated by reference
from the Registrant's Form
10-K for the year ended
January 31, 1993, Exhibit
10.3.

10.4 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.

10.5 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.

10.6 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

Exhibit Index (continued)
- -------------------------

10.7 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

10.8 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.

10.9 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.

10.10 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.

10.11 Receivables Purchase Agreement Incorporated by reference
dated August 14, 1996 between from the Registrant's Form
Registrant and Nordstrom Credit, 10-K for the year ended
Inc. January 31, 1997, Exhibit
10.12.

10.12 1997 Nordstrom Stock Option Plan Incorporated by reference
from the Registrant's Proxy
Statement for the 1997
Annual Meeting of
Shareholders.

10.13 Credit Agreement dated July 24, Incorporated by reference
between Registrant and a group from the Registrant's
of commercial banks Quarterly Report on Form
Q for the quarter ended July
31, 1997, Exhibit 10.1.

10.14 Credit Agreement dated July 24, Incorporated by reference
between Nordstrom Credit, Inc. from the Nordstrom Credit,
and a group of commercial banks Inc. Quarterly Report on
Form 10-Q for the quarter
ended July 31, 1997, Exhibit
10.1.

10.15 Commercial Paper Dealer Agreement Incorporated by reference
dated October 2, 1997 between from the Registrant's
Registrant and Bancamerica Quarterly Report on form
Securities, Inc. 10-Q for the quarter ended
October 31, 1997, Exhibit
10.1.
Exhibit Index (continued)
- -------------------------

10.16 Commercial Paper Agreement dated Incorporated by reference
October 2, 1997 between Registrant from the Registrant's
and Credit Suisse First Boston Quarterly Report on Form
Corporation 10-Q for the quarter ended
October 31, 1997, Exhibit
10.2.

10.17 Issuing and Paying Agency Agreement Incorporated by reference
dated October 2, 1997 between from the Registrant's
Registrant and First Trust of New Quarterly Report on Form
York, N.A. 10-Q for the quarter ended
October 31, 1997, Exhibit
10.3.

10.18 Amendment to the Series 1996-A Incorporated by reference
Supplement to Master Pooling and from the Nordstrom Credit, Inc.
Servicing Agreement dated August Form 10-K for the year ended
14, 1996 between Nordstrom National January 31, 1998, Exhibit
Credit Bank, Nordstrom Credit, Inc. 10.13.
and Norwest Bank Colorado, N.A., as
trustee, dated December 10, 1997

13.1 1997 Annual Report to Shareholders Filed herewith electronically

21.1 Subsidiaries of the Registrant Filed herewith electronically

23.1 Independent Auditors' Consent
and Report on Schedule Filed herewith electronically

27.1 Financial Data Schedule Filed herewith electronically

27.2 Restated Financial Data Schedule Filed herewith electronically
for the year ended January 31,
1996

27.3 Restated Financial Data Schedule Filed herewith electronically
for the year ended January 31,
1995