<PAGE>
As filed with the Securities and Exchange Commission on September 15, 1998.
Registration No. 333-________

                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                             _______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            ________________________

                                  NORDSTROM, INC.
            (Exact Name of Registrant as Specified in Its Charter)

         Washington                                    91-0515058
(State or other jurisdiction             (I.R.S. Employer Indentification No.)
of incorporation or organization)
                                                      Karen E. Purpur
     1617 Sixth Avenue, Suite 500                    1321 Second Avenue
      Seattle, Washington  98101                       (206) 233-6248
(Address of Principal Executive Offices,         Seattle, Washington  98101
      including zip code)                       (Name, address and telephone
                                                   number, including area
                                                   code of agent for service)

                      Nordstrom, Inc. 1997 Stock Option Plan
                      Nordstrom, Inc. Pacesetters Stock Plan
                              (Full Title of Plans)         

                                     Copy to:      
                                Gregory L. Anderson
                         Lane Powell Spears Lubersky LLP
                          1420 Fifth Avenue, Suite 4100
                          Seattle, Washington 98101-2338
<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>
                                       Proposed Maximum    Proposed Maximum
Title of Securities  Amount To Be      Offering Price Per  Aggregate Offering   Amount of
To Be Registered     Registered <fn1>  Share               Price <fn2>          Registration Fee
-------------------  ------------      ------------------  ------------------   ----------------
<S>                  <C>               <C>                 <C>                  <C> 
Common Stock,
no par value         10,000,000        $26.0000            $260,000,000         $76,700.00

Common Stock,
no par value            50,000         $26.0000            $  1,300,000         $   383.50
<FN>
<fn1>  Together with an indeterminate number of additional shares of Common Stock
which may be necessary to adjust the number of shares of Common Stock reserved
for issuance pursuant to the Plans as the result of any future stock split, 
stock dividend or similar adjustment of the outstanding Common Stock of the 
Registrant.

<fn2>  Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the 
"Securities Act").  The price per share is estimated to be $26.00 based on the
average of the high ($26.625) and low ($25.375) sales prices for the Common
Stock on September 10, 1998 as reported on the Nasdaq National Market.
</FN>
</TABLE>
Page 1 of 13     Exhibit Index Appears on Page 7
<PAGE>
                                          PART II

                                   INFORMATION REQUIRED IN
                                  THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the 
"Commission") are hereby incorporated by reference in this registration 
statement:

(a)  The Registrant's Annual Report on Form 10-K for the year ended January 31,
1998;

(b)  All other reports filed by the Registrant pursuant to Section 13(a) or 
15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange 
Act"), since the end of the fiscal year covered by the Annual Report on Form 
10-K referred to in (a) above, including the Registrant's Quarterly Reports on
Form 10-Q for the quarters ended April 30 and July 31, 1998, and the 
Registrant's Form 8-K as filed with the Commission on March 13, 1998; and 

(c)  The description of the Registrant's Common Stock contained in the 
Registration Statement on Form 10 filed under Section 12(g) of the Exchange 
Act (File No. 0-6074).

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a 
post-effective amendment which indicates that the securities offered hereby 
have been sold or which deregisters the securities covered hereby then 
remaining unsold, shall also be deemed to be incorporated by reference into 
this registration statement and to be a part hereof commencing on the 
respective dates on which such documents are filed.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The legality of the Common Stock being registered is being passed upon by Lane
Powell Spears Lubersky LLP.  D. Wayne Gittinger, a director of the Registrant, 
is a partner of Lane Powell Spears Lubersky LLP.  At September 1, 1998, members
of that firm owned directly or indirectly an aggregate of approximately 
10,600,000 shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers.

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation 
Act authorize a court to award, or a corporation's board of directors to grant,
indemnification to directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities arising under the 
Securities Act.  Article XII of the Registrant's Bylaws provides for 
indemnification of the Registrant's directors, officers and others to the 
maximum extent permitted by Washington law.

Section 23B.08.320 of the Washington Business Corporation Act authorizes a 
corporation to limit a director's liability to the corporation or its 
shareholders for monetary damages for acts or omissions as a director, except
in certain circumstances involving intentional misconduct, self-dealing or 
illegal corporate loans or distributions, or any transactions from which the 
director personally receives a benefit in money, property or services to which 
the director is not entitled.  Article XII of the Registrant's Articles of 
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Registrant
and its shareholders.

<PAGE>

Officers and directors of the Registrant are covered by insurance (with certain
exceptions and certain limitations) that indemnifies them against losses and 
liabilities arising from certain alleged "wrongful acts," including alleged 
errors or misstatements, or certain other alleged wrongful acts or omissions 
constituting neglect or breach of duty.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit
Number           Description
-------          -----------
5.1              Opinion of Lane Powell Spears Lubersky LLP regarding the 
                 legality of the Common Stock being registered

10.1             Nordstrom, Inc. 1997 Stock Option Plan

10.2             Nordstrom, Inc. Pacesetters Stock Plan

23.1             Consent of Deloitte & Touche LLP

23.2             Consent of  Lane Powell Spears Lubersky LLP (included in 
                 opinion filed as Exhibit 5.1)

24.1             Power of Attorney (see signature page)

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;

       (ii)  To reflect in the prospectus any facts or events arising after the
effective date of this 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 this registration 
statement; and

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

  Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) above 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 Exchange Act that are incorporated by 
reference in this registration statement.

  (2)  That, for the purpose of determining any liability under the Securities 
Act, 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.

<PAGE>

B.  The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by 
reference in this 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
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 Commission such indemnification is 
against public policy as expressed in the Securities 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 Securities Act and will be governed 
by the final adjudication of such issue.

<PAGE>

SIGNATURES


Pursuant to the requirements of the Securities Act, the registrant 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 Seattle, State of Washington, on the 15th day of September, 1998.


NORDSTROM, INC.


/s/                 John A. Goesling
------------------------------------
By:                 John A. Goesling
        Vice President and Treasurer

<PAGE>

POWER OF ATTORNEY


Each person whose individual signature appears below hereby authorizes John A.
Goesling as attorney-in-fact with full power of substitution, to execute in the
name and on the behalf of each person, individually and in each capacity stated
below, and to file, any and all amendments to this registration statement, 
including any and all post-effective amendments, and any related Rule 462(b) 
registration statement and any amendment thereto.

Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities indicated below on 
the 15th day of September, 1998.
<TABLE>
SIGNATURE                        TITLE

<S>                              <C>            <C>                                 <C>
/s/        John J. Whitacre      Chairman and Director (Principal Executive Officer)
---------------------------     
           John J. Whitacre


/s/       John A. Goesling       Vice President and Treasurer (Principal Financial and 
--------------------------       Accounting Officer)
          John A. Goesling


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


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


/s/      Ann D. McLaughlin       Director     /s/      William D. Ruckelshaus       Director
--------------------------                    -------------------------------
         Ann D. McLaughlin                             William D. Ruckelshaus


/s/       John A. McMillan       Director     /s/ Elizabeth Crownhart Vaughan       Director
--------------------------                    -------------------------------
          John A. McMillan                        Elizabeth Crownhart Vaughan


/s/     Bruce A. Nordstrom       Director    /s/            Bruce G. Willison       Director
--------------------------                   --------------------------------
        Bruce A. Nordstrom                                  Bruce G. Willison
</TABLE>

<PAGE>

<TABLE>
INDEX TO EXHIBITS
<CAPTION>

Exhibit                                                             Sequentially
Number                           Description                        Numbered Page
<S>    <C>                                                          <C>
5.1    Opinion of Lane Powell Spears Lubersky LLP regarding the legality
       of the Common Stock being registered                                     8

10.1   Nordstrom, Inc. 1997 Stock Option Plan                                   9

10.2   Nordstrom, Inc. Pacesetters Stock Plan                                  11

23.1   Consent of Deloitte & Touche LLP                                        12

23.2   Consent of  Lane Powell Spears Lubersky LLP (included in opinion
       filed as Exhibit 5.1)                                                  N/A

24.1   Power of Attorney (see signature page)                                 N/A
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15118}]
{"company-data": {"conformed-name": "NORDSTROM INC", "cik": "0000072333", "assigned-sic": "5651", "irs-number": "910515058", "state-of-incorporation": "WA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63403", "film-number": "98709645"}, "business-address": {"street1": "1501 FIFTH AVE", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "2066282111"}, "mail-address": {"street1": "1321 SECOND AVENUE", "city": "SEATTLE", "state": "WA", "zip": "98101"}, "former-company": {"former-conformed-name": "NORDSTROM BEST INC", "date-changed": "19730611"}}
As filed with the Securities and Exchange Commission on September 15, 1998.
Registration No. 333-________

                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                             _______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            ________________________

                                  NORDSTROM, INC.
            (Exact Name of Registrant as Specified in Its Charter)

         Washington                                    91-0515058
(State or other jurisdiction             (I.R.S. Employer Indentification No.)
of incorporation or organization)
                                                      Karen E. Purpur
     1617 Sixth Avenue, Suite 500                    1321 Second Avenue
      Seattle, Washington  98101                       (206) 233-6248
(Address of Principal Executive Offices,         Seattle, Washington  98101
      including zip code)                       (Name, address and telephone
                                                   number, including area
                                                   code of agent for service)

                      Nordstrom, Inc. 1997 Stock Option Plan
                      Nordstrom, Inc. Pacesetters Stock Plan
                              (Full Title of Plans)         

                                     Copy to:      
                                Gregory L. Anderson
                         Lane Powell Spears Lubersky LLP
                          1420 Fifth Avenue, Suite 4100
                          Seattle, Washington 98101-2338

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum    Proposed Maximum
Title of Securities  Amount To Be      Offering Price Per  Aggregate Offering   Amount of
To Be Registered     Registered
Share               Price
Registration Fee
-------------------  ------------      ------------------  ------------------   ----------------
Common Stock,
no par value         10,000,000        $26.0000            $260,000,000         $76,700.00

Common Stock,
no par value            50,000         $26.0000            $  1,300,000         $   383.50
Together with an indeterminate number of additional shares of Common Stock
which may be necessary to adjust the number of shares of Common Stock reserved
for issuance pursuant to the Plans as the result of any future stock split, 
stock dividend or similar adjustment of the outstanding Common Stock of the 
Registrant.
Estimated solely for the purpose of calculating the registration fee 
pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the 
"Securities Act").  The price per share is estimated to be $26.00 based on the
average of the high ($26.625) and low ($25.375) sales prices for the Common
Stock on September 10, 1998 as reported on the Nasdaq National Market.
Page 1 of 13     Exhibit Index Appears on Page 7
PART II

                                   INFORMATION REQUIRED IN
                                  THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the 
"Commission") are hereby incorporated by reference in this registration 
statement:

(a)  The Registrant's Annual Report on Form 10-K for the year ended January 31,
1998;

(b)  All other reports filed by the Registrant pursuant to Section 13(a) or 
15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange 
Act"), since the end of the fiscal year covered by the Annual Report on Form 
10-K referred to in (a) above, including the Registrant's Quarterly Reports on
Form 10-Q for the quarters ended April 30 and July 31, 1998, and the 
Registrant's Form 8-K as filed with the Commission on March 13, 1998; and 

(c)  The description of the Registrant's Common Stock contained in the 
Registration Statement on Form 10 filed under Section 12(g) of the Exchange 
Act (File No. 0-6074).

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the filing of a 
post-effective amendment which indicates that the securities offered hereby 
have been sold or which deregisters the securities covered hereby then 
remaining unsold, shall also be deemed to be incorporated by reference into 
this registration statement and to be a part hereof commencing on the 
respective dates on which such documents are filed.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The legality of the Common Stock being registered is being passed upon by Lane
Powell Spears Lubersky LLP.  D. Wayne Gittinger, a director of the Registrant, 
is a partner of Lane Powell Spears Lubersky LLP.  At September 1, 1998, members
of that firm owned directly or indirectly an aggregate of approximately 
10,600,000 shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers.

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation 
Act authorize a court to award, or a corporation's board of directors to grant,
indemnification to directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities arising under the 
Securities Act.  Article XII of the Registrant's Bylaws provides for 
indemnification of the Registrant's directors, officers and others to the 
maximum extent permitted by Washington law.

Section 23B.08.320 of the Washington Business Corporation Act authorizes a 
corporation to limit a director's liability to the corporation or its 
shareholders for monetary damages for acts or omissions as a director, except
in certain circumstances involving intentional misconduct, self-dealing or 
illegal corporate loans or distributions, or any transactions from which the 
director personally receives a benefit in money, property or services to which 
the director is not entitled.  Article XII of the Registrant's Articles of 
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Registrant
and its shareholders.
Officers and directors of the Registrant are covered by insurance (with certain
exceptions and certain limitations) that indemnifies them against losses and 
liabilities arising from certain alleged "wrongful acts," including alleged 
errors or misstatements, or certain other alleged wrongful acts or omissions 
constituting neglect or breach of duty.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit
Number           Description
-------          -----------
5.1              Opinion of Lane Powell Spears Lubersky LLP regarding the 
                 legality of the Common Stock being registered

10.1             Nordstrom, Inc. 1997 Stock Option Plan

10.2             Nordstrom, Inc. Pacesetters Stock Plan

23.1             Consent of Deloitte & Touche LLP

23.2             Consent of  Lane Powell Spears Lubersky LLP (included in 
                 opinion filed as Exhibit 5.1)

24.1             Power of Attorney (see signature page)

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;

       (ii)  To reflect in the prospectus any facts or events arising after the
effective date of this 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 this registration 
statement; and

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

  Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) above 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 Exchange Act that are incorporated by 
reference in this registration statement.

  (2)  That, for the purpose of determining any liability under the Securities 
Act, 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, each filing of the 
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by 
reference in this 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
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 Commission such indemnification is 
against public policy as expressed in the Securities 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 Securities Act and will be governed 
by the final adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant 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 Seattle, State of Washington, on the 15th day of September, 1998.

NORDSTROM, INC.

/s/                 John A. Goesling
------------------------------------
By:                 John A. Goesling
        Vice President and Treasurer
POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes John A.
Goesling as attorney-in-fact with full power of substitution, to execute in the
name and on the behalf of each person, individually and in each capacity stated
below, and to file, any and all amendments to this registration statement, 
including any and all post-effective amendments, and any related Rule 462(b) 
registration statement and any amendment thereto.

Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities indicated below on 
the 15th day of September, 1998.

SIGNATURE                        TITLE
/s/        John J. Whitacre      Chairman and Director (Principal Executive Officer)
---------------------------     
           John J. Whitacre

/s/       John A. Goesling       Vice President and Treasurer (Principal Financial and 
--------------------------       Accounting Officer)
          John A. Goesling

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

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

/s/      Ann D. McLaughlin       Director     /s/      William D. Ruckelshaus       Director
--------------------------                    -------------------------------
         Ann D. McLaughlin                             William D. Ruckelshaus

/s/       John A. McMillan       Director     /s/ Elizabeth Crownhart Vaughan       Director
--------------------------                    -------------------------------
          John A. McMillan                        Elizabeth Crownhart Vaughan

/s/     Bruce A. Nordstrom       Director    /s/            Bruce G. Willison       Director
--------------------------                   --------------------------------
        Bruce A. Nordstrom                                  Bruce G. Willison
INDEX TO EXHIBITS
Exhibit                                                             Sequentially
Number                           Description                        Numbered Page
5.1    Opinion of Lane Powell Spears Lubersky LLP regarding the legality
       of the Common Stock being registered                                     8

10.1   Nordstrom, Inc. 1997 Stock Option Plan                                   9

10.2   Nordstrom, Inc. Pacesetters Stock Plan                                  11

23.1   Consent of Deloitte & Touche LLP                                        12

23.2   Consent of  Lane Powell Spears Lubersky LLP (included in opinion
       filed as Exhibit 5.1)                                                  N/A

24.1   Power of Attorney (see signature page)                                 N/A