As filed with the Securities and Exchange Commission on August 31, 2001
                                                   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.
                         Employee Stock Purchase Plan
                            (Full title of plan)

                            Lindsay D. Stewart
                      Vice President and Chief of Staff
                                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 2600
                          Portland, Oregon 97204-1268



<PAGE>
<TABLE>
                          CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
<C>               <C>              <C>                  <C>                  <C>

                                   Proposed             Proposed Maximum     Amount of
Title of          Amount to be     Maximum Offering     Aggregrate Offering  Registration
Securities to be  Registered       Price Per Share      Price (1)            Fee
Registered                         (1)

Class B Common    3,250,000        $50.55               $164,287,500         $41,072
Stock, no par     Shares (2)
value
_____________________________________________________________________________
<FN>
<F1>

(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 $50.55,
which was the average of the high and low prices of the Class B Common
Stock on August 28, 2001, as reported in The Wall Street Journal for
New York Stock Exchange issues.

<F2>

(2)    Consists of 3,000,000 shares reserved for issuance by the Registrant
pursuant to the NIKE, Inc. Employee Stock Purchase Plan (the "Plan")
and 250,000 shares that may be acquired by the Plan custodian in the
open market for participants' accounts pursuant to the dividend
reinvestment provisions of the Plan.

</FN>
</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 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;
<PAGE>
       (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, (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
<PAGE>
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.
       4.1    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.

       4.2    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).
       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;
<PAGE>
       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 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.


<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
August 31, 2001.
                                        NIKE, INC.


                                        By
                                        /s/ Lindsay D. Stewart
                                        _________________________________
                                        Lindsay D. Stewart
                                        Vice President and Chief of Staff

       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 August 31, 2001.

Signature                                          Title

(1) Principal Executive Officer:


/s/ PHILIP H. KNIGHT                               Chairman of the Board,
___________________________________                Chief Executive Officer,
Philip H. Knight                                   President and Director

(2) Principal Financial and
    Accounting Officer:


/s/ DONALD W. BLAIR                                Chief Financial Officer
___________________________________
Donald W. Blair

(3) Directors:

/s/ THOMAS E. CLARKE                               Director
___________________________________
Thomas E. Clarke

/s/ JILL K. CONWAY                                 Director
___________________________________
Jill K. Conway

/s/ RALPH D. DeNUNZIO                              Director
___________________________________
Ralph D. DeNunzio

/s/ RICHARD K. DONAHUE                             Director
___________________________________
Richard K. Donahue

/s/ DELBERT J. HAYES                               Director
___________________________________
Delbert J. Hayes

<PAGE>

/s/ DOUGLAS G. HOUSER                              Director
___________________________________
Douglas G. Houser

/s/JOHN E. JAQUA                                   Director
___________________________________
John E. Jaqua

/s/ CHARLES W. ROBINSON                            Director
___________________________________
Charles W. Robinson

/s/ A. MICHAEL SPENCE                              Director
___________________________________
A. Michael Spence

/s/ JOHN R. THOMPSON, JR.                          Director
___________________________________
John R. Thompson, Jr.


By:  /s/ Lindsay D. Stewart
___________________________________
Lindsay D. Stewart, Attorney-in-Fact


<PAGE>
                                   EXHIBIT INDEX


Exhibit
Number              Document Description

4.1                 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.

4.2                 Third Restated Bylaws of the Company, as amended.
                    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).

24.1                Powers of Attorney.

<PAGE>
                                                                 EXHIBIT 5.1



                                      [LOGO]

                                August 31, 2001





Board of Directors
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon  97005-6453


       I have acted as counsel for NIKE, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering 3,250,000
shares of Class B Common Stock, no par value (the "Shares"), of the Company
issuable in connection with the Company's Employee Stock Purchase Plan (the
"Plan").  I have reviewed the corporate actions of the Company in connection
with this matter and have examined those documents, corporate records, and
other instruments I deemed necessary for the purposes of this opinion.
       Based on the foregoing, it is my opinion that:
       1.     The Company is a corporation duly organized and validly
existing under the laws of the state of Oregon; and
       2.     The Shares have been duly authorized and, when issued pursuant
to the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid and
nonassessable.
       I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
                                        Very truly yours,



                                        /s/ John F. Coburn III
                                        Assistant General Counsel


<PAGE>
                                                               EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 27, 2001 relating to the
financial statements and financial statement schedule, which appears in NIKE,
Inc.'s Annual Report on Form 10-K for the year ended May 31, 2001.


PricewaterhouseCoopers LLP
Portland, Oregon
August 31, 2001


<PAGE>
                                                               EXHIBIT 24.1

                             POWER OF ATTORNEY

       (3,250,000 Shares Under NIKE, Inc. Employee Stock Purchase Plan)
       KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of NIKE, Inc. does hereby constitute and appoint PHILIP H.
KNIGHT, DONALD W. BLAIR and LINDSAY D. STEWART his true and lawful attorney
and agent to do any and all acts and things and to execute in his name
(whether on behalf of NIKE, Inc. or as an officer or director of said
Company, or otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable NIKE, Inc. to comply with
the Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of NIKE, Inc. issuable pursuant to NIKE, Inc. Employee Stock
Purchase Plan, including specifically, but without limitation thereto, power
and authority to sign his name (whether on behalf of NIKE, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any post-effective
amendment) or application for amendment thereto in respect to such Common
Stock or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that said attorney and agent shall do or cause to be done by
virtue hereof.
DATED:  August 31, 2001

 /s/ Donald W. Blair                                     /s/ Thomas E. Clarke
___________________________        __________________________________
Donald W. Blair                                           Thomas E. Clarke

/s/ Jill K. Conway                                        /s/ Ralph D. DeNunzio
___________________________      __________________________________
Jill K. Conway                                             Ralph D. DeNunzio

/s/ Richard K. Donahue                            /s/ Delbert J. Hayes
___________________________       __________________________________
Richard K. Donahue                                 Delbert J. Hayes

/s/ Douglas G. Houser                             /s/ John E. Jaqua
___________________________       __________________________________
Douglas G. Houser                                   John E. Jaqua

/s/ Philip H. Knight                                    /s/ Charles W. Robinson
__________________________         __________________________________
Philip H. Knight                                          Charles W. Robinson

/s/ A. Michael Spence                                /s/ John R. Thompson, Jr.
__________________________         __________________________________
A. Michael Spence                                    John R. Thompson, Jr.
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As filed with the Securities and Exchange Commission on August 31, 2001
                                                   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.
                         Employee Stock Purchase Plan
                            (Full title of plan)

                            Lindsay D. Stewart
                      Vice President and Chief of Staff
                                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 2600
                          Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed             Proposed Maximum     Amount of
Title of          Amount to be     Maximum Offering     Aggregrate Offering  Registration
Securities to be  Registered       Price Per Share      Price (1)            Fee
Registered                         (1)

Class B Common    3,250,000        $50.55               $164,287,500         $41,072
Stock, no par     Shares (2)
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 $50.55,
which was the average of the high and low prices of the Class B Common
Stock on August 28, 2001, as reported in The Wall Street Journal for
New York Stock Exchange issues.
(2)    Consists of 3,000,000 shares reserved for issuance by the Registrant
pursuant to the NIKE, Inc. Employee Stock Purchase Plan (the "Plan")
and 250,000 shares that may be acquired by the Plan custodian in the
open market for participants' accounts pursuant to the dividend
reinvestment provisions of the Plan.
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 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, (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.
       4.1    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.

       4.2    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).
       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 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.
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
August 31, 2001.
                                        NIKE, INC.

                                        By
                                        /s/ Lindsay D. Stewart
                                        _________________________________
                                        Lindsay D. Stewart
                                        Vice President and Chief of Staff

       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 August 31, 2001.

Signature                                          Title

(1) Principal Executive Officer:

/s/ PHILIP H. KNIGHT                               Chairman of the Board,
___________________________________                Chief Executive Officer,
Philip H. Knight                                   President and Director

(2) Principal Financial and
    Accounting Officer:

/s/ DONALD W. BLAIR                                Chief Financial Officer
___________________________________
Donald W. Blair

(3) Directors:

/s/ THOMAS E. CLARKE                               Director
___________________________________
Thomas E. Clarke

/s/ JILL K. CONWAY                                 Director
___________________________________
Jill K. Conway

/s/ RALPH D. DeNUNZIO                              Director
___________________________________
Ralph D. DeNunzio

/s/ RICHARD K. DONAHUE                             Director
___________________________________
Richard K. Donahue

/s/ DELBERT J. HAYES                               Director
___________________________________
Delbert J. Hayes
/s/ DOUGLAS G. HOUSER                              Director
___________________________________
Douglas G. Houser

/s/JOHN E. JAQUA                                   Director
___________________________________
John E. Jaqua

/s/ CHARLES W. ROBINSON                            Director
___________________________________
Charles W. Robinson

/s/ A. MICHAEL SPENCE                              Director
___________________________________
A. Michael Spence

/s/ JOHN R. THOMPSON, JR.                          Director
___________________________________
John R. Thompson, Jr.

By:  /s/ Lindsay D. Stewart
___________________________________
Lindsay D. Stewart, Attorney-in-Fact
EXHIBIT INDEX

Exhibit
Number              Document Description

4.1                 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.

4.2                 Third Restated Bylaws of the Company, as amended.
                    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).

24.1                Powers of Attorney.
EXHIBIT 5.1

                                      [LOGO]

                                August 31, 2001

Board of Directors
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon  97005-6453

       I have acted as counsel for NIKE, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, covering 3,250,000
shares of Class B Common Stock, no par value (the "Shares"), of the Company
issuable in connection with the Company's Employee Stock Purchase Plan (the
"Plan").  I have reviewed the corporate actions of the Company in connection
with this matter and have examined those documents, corporate records, and
other instruments I deemed necessary for the purposes of this opinion.
       Based on the foregoing, it is my opinion that:
       1.     The Company is a corporation duly organized and validly
existing under the laws of the state of Oregon; and
       2.     The Shares have been duly authorized and, when issued pursuant
to the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally issued, fully paid and
nonassessable.
       I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
                                        Very truly yours,

                                        /s/ John F. Coburn III
                                        Assistant General Counsel
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 27, 2001 relating to the
financial statements and financial statement schedule, which appears in NIKE,
Inc.'s Annual Report on Form 10-K for the year ended May 31, 2001.

PricewaterhouseCoopers LLP
Portland, Oregon
August 31, 2001
EXHIBIT 24.1

                             POWER OF ATTORNEY

       (3,250,000 Shares Under NIKE, Inc. Employee Stock Purchase Plan)
       KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of NIKE, Inc. does hereby constitute and appoint PHILIP H.
KNIGHT, DONALD W. BLAIR and LINDSAY D. STEWART his true and lawful attorney
and agent to do any and all acts and things and to execute in his name
(whether on behalf of NIKE, Inc. or as an officer or director of said
Company, or otherwise) any and all instruments which said attorney and agent
may deem necessary or advisable in order to enable NIKE, Inc. to comply with
the Securities Act of 1933, as amended, and any requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the Securities Act of 1933, as amended, of shares of
Common Stock of NIKE, Inc. issuable pursuant to NIKE, Inc. Employee Stock
Purchase Plan, including specifically, but without limitation thereto, power
and authority to sign his name (whether on behalf of NIKE, Inc. or as an
officer or director of said Company, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any post-effective
amendment) or application for amendment thereto in respect to such Common
Stock or any exhibits filed therewith; and to file the same with the
Securities and Exchange Commission; and the undersigned does hereby ratify
and confirm all that said attorney and agent shall do or cause to be done by
virtue hereof.
DATED:  August 31, 2001

 /s/ Donald W. Blair                                     /s/ Thomas E. Clarke
___________________________        __________________________________
Donald W. Blair                                           Thomas E. Clarke

/s/ Jill K. Conway                                        /s/ Ralph D. DeNunzio
___________________________      __________________________________
Jill K. Conway                                             Ralph D. DeNunzio

/s/ Richard K. Donahue                            /s/ Delbert J. Hayes
___________________________       __________________________________
Richard K. Donahue                                 Delbert J. Hayes

/s/ Douglas G. Houser                             /s/ John E. Jaqua
___________________________       __________________________________
Douglas G. Houser                                   John E. Jaqua

/s/ Philip H. Knight                                    /s/ Charles W. Robinson
__________________________         __________________________________
Philip H. Knight                                          Charles W. Robinson

/s/ A. Michael Spence                                /s/ John R. Thompson, Jr.
__________________________         __________________________________
A. Michael Spence                                    John R. Thompson, Jr.