1



                        AMENDMENT NO. 2
                     TO CREDIT AGREEMENT


     THIS AMENDMENT NO. 2 dated as of June 29, 1993 between NORDSTROM
CREDIT, INC. ("Borrower") and SEATTLE-FIRST NATIONAL BANK ("BANK")
amends the Credit Agreement dated as of June 30, 1992 (as amended as of
January 1, 1993, the "Credit Agreement") between Borrower and Bank.  On
June 30, 1992, Bank assigned to Bank of American National Trust and
Savings Association a portion of its rights and obligations under the
Credit Agreement.

     1.  Section 1.1 of the Credit Agreement (Revolving Loan Facility)
is amended by changing the "Maturity Date" from June 29, 1993 to June
30, 1994.

     2.  Section 3.8 of the Credit Agreement (Affiliate Debt) is amended
to read as follows:

              3.8 Affiliate Debt.  Not incur any debt 
         or make any loan or advance to any of its
         affiliates other than (i) to Nordstrom 
         National Credit Bank, in the ordinary course 
         of Borrower's business in connection with
         Borrower's purchase of accounts receivable 
         from Nordstrom National Credit Bank, or 
         (ii) to Nordstrom, Inc.; provided that loans
         or advances by Borrower to Nordstrom, Inc. 
         shall (a) not exceed $50,000,000 in the 
         aggregate at any one time outstanding; 
         (b) not remain outstanding in excess of 60 
         days; (c) be made for general operating 
         purposes only; and (d) be made on terms and
         conditions which are similar to those Borrower
         could negotiate with a non-affiliated party,
         including interest rates and collateral, and 
         do not involve more that normal risk of 
         repayment or present other unfavorable features.
         As used herein, the term "affiliate" means any
         person or entity which directly or indirectly 
         owns all or any part of Nordstrom, Inc., or 
         which is directly or indirectly owned in whole 
         or part by Nordstrom, Inc.

     3.  Except as expressly amended hereby, the Credit Agreement shall
remain in full force and effect.

     4.  This Amendment No. 2 may be executed in multiple counterparts
and by difference parties in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     IN WITNESS WHEREOF the parties hereto have caused this Amendment
No. 2 to be executed by their respective officers thereunto duly
authorized as of the date first above written.




                                 1
 2
   NORDSTROM CREDIT, INC.           SEATTLE-FIRST NATIONAL BANK



By /s/     John Walgamott       By /s/           Kevin S. Berry
_________________________       _______________________________
           John Walgamott                        Kevin S. Berry
 Its            President        Its             Vice President



BANK OF AMERICAN NATIONAL TRUST
  AND SAVINGS ASSOCIATION



By /s/   Karen A. Arneson
_________________________
         Karen A. Arneson
 Its       Vice President








































                                 2