As filed with the Securities and Exchange Commission on September 17, 1998
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                                   NIKE, INC.
             (Exact name of registrant as specified in its charter)

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

                OREGON                                      93-0584541
    (State or other jurisdiction                           (IRS Employer
     of incorporation or organization)                      Identification No.)

     One Bowerman Drive
     Beaverton, Oregon                                      97005-6453
    (Address of Principal                                  (Zip Code)
     Executive Offices)

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

                                   NIKE, Inc.
                      1990 Stock Incentive Plan, as amended
                              (Full title of plan)

                               Lindsay D. Stewart
                    Vice President, Law and Corporate Affairs
                                   NIKE, Inc.
                               One Bowerman Drive
                          Beaverton, Oregon 97005-6453
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 671-6453

                                    Copy to:

                                 Stuart Chestler
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
                                                 Proposed       Proposed
                                                 Maximum        Maximum
                           Amount                Offering       Aggregate        Amount of
Title of Securities        to Be                 Price Per      Offering         Registration
to Be Registered           Registered            Share(1)       Price(1)         Fee
-------------------        ----------            ---------      ---------        ------------
<S>                        <C>                   <C>            <C>              <C>       
Class B Common             9,000,000 Shares      $32.88         $295,920,000     $88,776
Stock, no par value
---------------------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. The calculation
     of the registration fee for the shares is based on $32.88, which was the
     average of the high and low prices of the Class B Common Stock on September
     10, 1998, as reported in The Wall Street Journal for New York Stock
     Exchange issues.
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents By Reference.
         ----------------------------------------

     The following documents filed by NIKE, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated herein by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited consolidated financial statements for the Company's latest
     fiscal year for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company
     contained in the Company's registration statement filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.  Description of Securities.
         --------------------------

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

     Under the Oregon Business Corporation Act (the "Oregon Act"), the Company's
Restated Articles of Incorporation (the "Articles") and the Company's Third
Restated

                                      II-1
<PAGE>
Bylaws (the "Bylaws"),  the Company has broad powers to indemnify  directors and
officers against liabilities that they may incur in such capacities.

     The Oregon Act authorizes the indemnification of an individual made a party
to a proceeding because the individual is or was an officer or director against
certain liability incurred in the proceeding if:

     (a) the conduct of the individual was in good faith;

     (b) the individual reasonably believed that his or her conduct was in the
best interests of the corporation or at least not opposed to its best interests;

     (c) in the case of any criminal proceeding, the individual had no
reasonable cause to believe his or her conduct was unlawful;

     (d) in the case of any proceeding by or in the right of the corporation,
the individual was not adjudged liable to the corporation; and

     (e) in connection with any proceeding (other than a proceeding by or in the
right of the corporation) charging improper personal benefit to the individual,
the individual was not adjudged liable on the basis that he or she improperly
received personal benefit.

     The Oregon Act also authorizes a court to order indemnification, whether or
not the above standards of conduct have been met, if the court determines that
the officer or director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances. In addition, the Oregon Act provides
that the indemnification described above is not exclusive of any other rights to
which officers or directors may be entitled under the corporation's articles of
incorporation or bylaws, or under any agreement, action of its board of
directors, vote of shareholders or otherwise.

     Paragraph A of Article VIII of the Articles authorizes, but does not
require, the Company to indemnify its officers and directors to the fullest
extent not prohibited by law against liability incurred in serving the Company.
Article IX of the Bylaws requires the Company to indemnify its directors and
officers to the fullest extent not prohibited by law against liability incurred
in serving the Company.

     The Oregon Act also authorizes a corporation to include in its articles of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its shareholders for monetary damages for conduct
as a director, except that such a provision cannot affect the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,

                                      II-2
<PAGE>
(iii) for any unlawful corporate distribution as defined in the Oregon Act or
(iv) for any transaction from which the director derived an improper personal
benefit.

     Paragraph B of Article VIII of the Articles and Article X of the Bylaws
provide that the liability of the Company's directors to the Company or its
shareholders for monetary damages for conduct as a director is limited to the
fullest extent not prohibited by law.

     In addition to the indemnification and exculpation provided by the Articles
and Bylaws, the Company has entered into an indemnity agreement with each of its
directors and officers. The indemnity agreements require the Company to provide
indemnification, to the fullest extend not prohibited by law, for all liability
(including attorney fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by the director or officer in connection with
any actual or threatened proceeding (including, to the extent not prohibited by
law, any derivative action) by reason of the fact that the person is or was
serving as a director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including an
employee benefit plan.

     The Company maintains directors' and officers' liability insurance under
which the Company's directors and officers are insured against loss (as defined)
as a result of claims brought against them alleging breach of duty, neglect,
error or misstatement while acting in such capacities.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

     Not Applicable.

Item 8.  Exhibits.
         ---------

     4.A  Restated Articles of Incorporation of the Company, as amended.
          Incorporated by reference to Exhibit 3.1 to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended August 31, 1995.

     4.B  Third Restated Bylaws of the Company. Incorporated by reference to
          Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended August 31, 1995.

     5.1  Opinion of Counsel.

     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent of Counsel (included in Exhibit 5.1).

                                      II-3
<PAGE>
     24.1 Powers of Attorney.

Item 9.  Undertakings.
         -------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the

                                      II-4
<PAGE>
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any 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.

     (c) 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, 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
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 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-5
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beaverton, State of Oregon, on September 16, 1998.

                                       NIKE, INC.


                                       By LINDSAY D. STEWART
                                          --------------------------------------
                                          Lindsay D. Stewart,
                                          Vice President, Law and
                                          Corporate Affairs

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 16, 1998.

           Signature                              Title
           ---------                              -----

(1) Principal Executive Officer:

PHILIP H. KNIGHT
----------------------------------     Chairman of the Board and
Philip H. Knight                       Chief Executive Officer, and Director


(2) Principal Financial and
    Accounting Officer


ROBERT E. HAROLD
----------------------------------     Chief Financial Officer
Robert E. Harold


(3) Directors:


*WILLIAM J. BOWERMAN
----------------------------------     Director
William J. Bowerman


                                      II-6
<PAGE>


*THOMAS E. CLARKE
----------------------------------     Director
Thomas E. Clarke


*JILL K. CONWAY
----------------------------------     Director
Jill K. Conway


*RALPH D. DENUNZIO
----------------------------------     Director
Ralph D. DeNunzio


*RICHARD K. DONAHUE
----------------------------------     Director
Richard K. Donahue


*DELBERT J. HAYES
----------------------------------     Director
Delbert J. Hayes


*DOUGLAS G. HOUSER
----------------------------------     Director
Douglas G. Houser


*JOHN E. JAQUA
----------------------------------     Director
John E. Jaqua


*KENICHI OHMAE
----------------------------------     Director
Kenichi Ohmae


*CHARLES W. ROBINSON
----------------------------------     Director
Charles W. Robinson


*JOHN R. THOMPSON, JR.
----------------------------------     Director
John R. Thompson, Jr.


*A. MICHAEL SPENCE
----------------------------------     Director
A. Michael Spence


                                      II-7
<PAGE>


     *By LINDSAY D. STEWART
         ------------------------------------
         Lindsay D. Stewart, Attorney-in-Fact


                                      II-8
<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number        Document Description
-------       --------------------

4.A           Restated Articles of Incorporation of the Company, as amended.
              Incorporated by reference to Exhibit 3.1 to the Company's
              Quarterly Report on Form 10-Q for the fiscal quarter ended August
              31, 1995.

4.B           Restated Bylaws of the Company, as amended. Incorporated by
              reference to Exhibit 3.1 to the Company's Quarterly Report on Form
              10-Q for the fiscal quarter ended August 31, 1995.

5.1           Opinion of Counsel.

23.1          Consent of PricewaterhouseCoopers LLP.

23.2          Consent of Counsel (included in Exhibit 5.1).

24.1          Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18936}]
{"company-data": {"conformed-name": "NIKE INC", "cik": "0000320187", "assigned-sic": "3021", "irs-number": "930584541", "state-of-incorporation": "OR", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63581", "film-number": "98710933"}, "business-address": {"street1": "ONE BOWERMAN DR", "city": "BEAVERTON", "state": "OR", "zip": "97005-6453", "phone": "5036416453"}}
As filed with the Securities and Exchange Commission on September 17, 1998
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                                   NIKE, INC.
             (Exact name of registrant as specified in its charter)

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

                OREGON                                      93-0584541
    (State or other jurisdiction                           (IRS Employer
     of incorporation or organization)                      Identification No.)

     One Bowerman Drive
     Beaverton, Oregon                                      97005-6453
    (Address of Principal                                  (Zip Code)
     Executive Offices)

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

                                   NIKE, Inc.
                      1990 Stock Incentive Plan, as amended
                              (Full title of plan)

                               Lindsay D. Stewart
                    Vice President, Law and Corporate Affairs
                                   NIKE, Inc.
                               One Bowerman Drive
                          Beaverton, Oregon 97005-6453
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 671-6453

                                    Copy to:

                                 Stuart Chestler
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
                                                 Proposed       Proposed
                                                 Maximum        Maximum
                           Amount                Offering       Aggregate        Amount of
Title of Securities        to Be                 Price Per      Offering         Registration
to Be Registered           Registered            Share(1)       Price(1)         Fee
-------------------        ----------            ---------      ---------        ------------
Class B Common             9,000,000 Shares      $32.88         $295,920,000     $88,776
Stock, no par value
---------------------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933. The calculation
     of the registration fee for the shares is based on $32.88, which was the
     average of the high and low prices of the Class B Common Stock on September
     10, 1998, as reported in The Wall Street Journal for New York Stock
     Exchange issues.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.
         ----------------------------------------

     The following documents filed by NIKE, Inc. (the "Company") with the
Securities and Exchange Commission are incorporated herein by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited consolidated financial statements for the Company's latest
     fiscal year for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company
     contained in the Company's registration statement filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.  Description of Securities.
         --------------------------

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

     Under the Oregon Business Corporation Act (the "Oregon Act"), the Company's
Restated Articles of Incorporation (the "Articles") and the Company's Third
Restated

                                      II-1
Bylaws (the "Bylaws"),  the Company has broad powers to indemnify  directors and
officers against liabilities that they may incur in such capacities.

     The Oregon Act authorizes the indemnification of an individual made a party
to a proceeding because the individual is or was an officer or director against
certain liability incurred in the proceeding if:

     (a) the conduct of the individual was in good faith;

     (b) the individual reasonably believed that his or her conduct was in the
best interests of the corporation or at least not opposed to its best interests;

     (c) in the case of any criminal proceeding, the individual had no
reasonable cause to believe his or her conduct was unlawful;

     (d) in the case of any proceeding by or in the right of the corporation,
the individual was not adjudged liable to the corporation; and

     (e) in connection with any proceeding (other than a proceeding by or in the
right of the corporation) charging improper personal benefit to the individual,
the individual was not adjudged liable on the basis that he or she improperly
received personal benefit.

     The Oregon Act also authorizes a court to order indemnification, whether or
not the above standards of conduct have been met, if the court determines that
the officer or director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances. In addition, the Oregon Act provides
that the indemnification described above is not exclusive of any other rights to
which officers or directors may be entitled under the corporation's articles of
incorporation or bylaws, or under any agreement, action of its board of
directors, vote of shareholders or otherwise.

     Paragraph A of Article VIII of the Articles authorizes, but does not
require, the Company to indemnify its officers and directors to the fullest
extent not prohibited by law against liability incurred in serving the Company.
Article IX of the Bylaws requires the Company to indemnify its directors and
officers to the fullest extent not prohibited by law against liability incurred
in serving the Company.

     The Oregon Act also authorizes a corporation to include in its articles of
incorporation a provision eliminating or limiting the personal liability of a
director to the corporation or its shareholders for monetary damages for conduct
as a director, except that such a provision cannot affect the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,

                                      II-2
(iii) for any unlawful corporate distribution as defined in the Oregon Act or
(iv) for any transaction from which the director derived an improper personal
benefit.

     Paragraph B of Article VIII of the Articles and Article X of the Bylaws
provide that the liability of the Company's directors to the Company or its
shareholders for monetary damages for conduct as a director is limited to the
fullest extent not prohibited by law.

     In addition to the indemnification and exculpation provided by the Articles
and Bylaws, the Company has entered into an indemnity agreement with each of its
directors and officers. The indemnity agreements require the Company to provide
indemnification, to the fullest extend not prohibited by law, for all liability
(including attorney fees, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by the director or officer in connection with
any actual or threatened proceeding (including, to the extent not prohibited by
law, any derivative action) by reason of the fact that the person is or was
serving as a director or officer of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including an
employee benefit plan.

     The Company maintains directors' and officers' liability insurance under
which the Company's directors and officers are insured against loss (as defined)
as a result of claims brought against them alleging breach of duty, neglect,
error or misstatement while acting in such capacities.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

     Not Applicable.

Item 8.  Exhibits.
         ---------

     4.A  Restated Articles of Incorporation of the Company, as amended.
          Incorporated by reference to Exhibit 3.1 to the Company's Quarterly
          Report on Form 10-Q for the fiscal quarter ended August 31, 1995.

     4.B  Third Restated Bylaws of the Company. Incorporated by reference to
          Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended August 31, 1995.

     5.1  Opinion of Counsel.

     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent of Counsel (included in Exhibit 5.1).

                                      II-3
24.1 Powers of Attorney.

Item 9.  Undertakings.
         -------------

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the

                                      II-4
offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any 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.

     (c) 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, 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
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 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-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beaverton, State of Oregon, on September 16, 1998.

                                       NIKE, INC.

                                       By LINDSAY D. STEWART
                                          --------------------------------------
                                          Lindsay D. Stewart,
                                          Vice President, Law and
                                          Corporate Affairs

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 16, 1998.

           Signature                              Title
           ---------                              -----

(1) Principal Executive Officer:

PHILIP H. KNIGHT
----------------------------------     Chairman of the Board and
Philip H. Knight                       Chief Executive Officer, and Director

(2) Principal Financial and
    Accounting Officer

ROBERT E. HAROLD
----------------------------------     Chief Financial Officer
Robert E. Harold

(3) Directors:

*WILLIAM J. BOWERMAN
----------------------------------     Director
William J. Bowerman

                                      II-6
*THOMAS E. CLARKE
----------------------------------     Director
Thomas E. Clarke

*JILL K. CONWAY
----------------------------------     Director
Jill K. Conway

*RALPH D. DENUNZIO
----------------------------------     Director
Ralph D. DeNunzio

*RICHARD K. DONAHUE
----------------------------------     Director
Richard K. Donahue

*DELBERT J. HAYES
----------------------------------     Director
Delbert J. Hayes

*DOUGLAS G. HOUSER
----------------------------------     Director
Douglas G. Houser

*JOHN E. JAQUA
----------------------------------     Director
John E. Jaqua

*KENICHI OHMAE
----------------------------------     Director
Kenichi Ohmae

*CHARLES W. ROBINSON
----------------------------------     Director
Charles W. Robinson

*JOHN R. THOMPSON, JR.
----------------------------------     Director
John R. Thompson, Jr.

*A. MICHAEL SPENCE
----------------------------------     Director
A. Michael Spence

                                      II-7
*By LINDSAY D. STEWART
         ------------------------------------
         Lindsay D. Stewart, Attorney-in-Fact

                                      II-8
EXHIBIT INDEX

Exhibit
Number        Document Description
-------       --------------------

4.A           Restated Articles of Incorporation of the Company, as amended.
              Incorporated by reference to Exhibit 3.1 to the Company's
              Quarterly Report on Form 10-Q for the fiscal quarter ended August
              31, 1995.

4.B           Restated Bylaws of the Company, as amended. Incorporated by
              reference to Exhibit 3.1 to the Company's Quarterly Report on Form
              10-Q for the fiscal quarter ended August 31, 1995.

5.1           Opinion of Counsel.

23.1          Consent of PricewaterhouseCoopers LLP.

23.2          Consent of Counsel (included in Exhibit 5.1).

24.1          Powers of Attorney.