AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NORDSTROM, INC.

Pursuant to the provisions of the Washington Business Corporation Act and RCW
23B.10.020 and RCW 23B.10.070, the following Amended and Restated Articles of
Incorporation are hereby submitted for filing.


ARTICLE I

The name of the corporation is Nordstrom, Inc.

ARTICLE II

The period of duration of the corporation is perpetual.

ARTICLE III

The purpose of the corporation is to engage in any and all business, the
conduct of which is not forbidden to corporations by the Constitution,
statutes or common law of the state of Washington.

ARTICLE IV

The aggregate number of shares which the Corporation shall have authority to
issue is 250,000,000 shares of Common Stock, all of which are without par
value.

The shareholders of the corporation shall not have preemptive rights to
acquire additional shares or securities convertible into shares offered for
sale or otherwise issued by the corporation.

No shareholder will be permitted to cumulate his votes at any election of
directors.


ARTICLE V

The number of directors constituting the Board of Directors shall be such
number, not less than three, as may be specified from time to time in the
Bylaws.


ARTICLE VI

The corporation shall have the right to purchase its own shares to the extent
of unreserved and unrestricted surplus available therefor, whether capital
surplus or earned surplus.  The Board of Directors may, from time to time,
distribute to the shareholders a portion of the assets of this corporation, in
cash or property, out of the capital surplus of this corporation.


ARTICLE VII

The power to adopt, alter, amend or repeal the Bylaws shall be vested in the
Board of Directors.

ARTICLE VIII

This corporation reserves the right to amend, change or repeal any provision
of these Amended and Restated Articles of Incorporation in the manner now or
hereafter prescribed by law, and all rights conferred upon shareholders herein
are subject to this reserved power.

ARTICLE IX

Any personal liability of a director to the corporation or its shareholders
for monetary damages for conduct as a director is eliminated, except for any
liability for any acts or omissions that involve intentional misconduct by a
director or a knowing violation of law by a director, for conduct violating
RCW 23B.08.310, for any transaction from which the director will personally
receive a benefit in money, property, or services to which the director is not
legally entitled, or for any act or omission occurring prior to the date when
this Article becomes effective.  If hereafter the Washington Business
Corporation Act is amended to change the corporation's power to eliminate or
limit the liability of a director to the corporation, then, upon the effective
date of the amendment and without further act:

if the amendment permits further elimination or limitation of liability, the
liability of a director shall be additionally eliminated and limited to such
further extent, or

if the amendment changes to power to eliminate the liability of a director in
any other respect, the liability of a director shall be eliminated and limited
with respect to acts or omissions occurring after the effective date of the
amendment to the fullest extent permitted by the Washington Business
Corporation Act as so amended.

No amendment or repeal of these Amended and Restated Articles of Incorporation
shall adversely affect any right or any elimination or limitation of liability
of a director existing immediately prior to the amendment or repeal.

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IN WITNESS WHEREOF, the undersigned submits these Amended and Restated
Articles of Incorporation as of May 18, 1999.





By  /s/   John J. Whitacre
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          John J. Whitacre
     Chairman of the Board