NORDSTROM CREDIT INC, S-3, 1994-10-07

NORDSTROM CREDIT INC
S-3, 1994-10-07
FINANCE SERVICES

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<PAGE>

Registration No. 33-
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NORDSTROM CREDIT, INC.
(Exact name of issuer as specified in its charter)

Colorado 91-1181301
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

13531 East Caley Avenue CAROL R. SIMONSON
Englewood, Colorado 80111 13531 East Caley Avenue
(303) 397-4700 Englewood, Colorado 80111
(Address, including zip code, and telephone (303) 397-4780
number, including area code of (Name, address, including zip
registrant's principal executive code, and telephone number,
offices) including area code,
of agent for service)

--------------------
COPIES TO:
MICHAEL E. MORGAN
GREGORY L. ANDERSON
Lane Powell Spears Lubersky
1420 Fifth Avenue, Suite 4100
Seattle, Washington 98101-2338
-------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
-------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

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CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE (2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $150,000,000 100% $150,000,000 $30,000
- ---------------------------------------------------------------------------------------------------------------------

<FN>

(1) Exclusive of accrued interest, if any. These figures are estimates made
solely for purposes of calculating the registration fee.
(2) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to $100,000,000 of
securities previously registered pursuant to Form S-3 (Registration No. 33-
35369), as to which this Registration Statement constitutes a Post-Effective
Amendment.

</TABLE>

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a)
MAY DETERMINE.

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

<PAGE>

Nordstrom Credit, Inc.

DEBT SECURITIES

____________________

Nordstrom Credit, Inc., a Colorado corporation (the "Company"), may offer
from time to time up to $250,000,000 aggregate principal amount of its unsecured
Debt Securities consisting of notes, debentures and other evidences of
indebtedness. The specific title, aggregate principal amounts, maturity, rate
or method of calculation of interest, purchase price, any sinking fund terms,
any terms for redemption and other special terms applicable to the Debt
Securities being offered will be set forth in a supplement to this Prospectus.
The Debt Securities are solely the obligation of the Company and are not
guaranteed by Nordstrom, Inc.

The Debt Securities may be sold directly by the Company or through agents
or to underwriters for public offering pursuant to the plan of distribution
described in the Prospectus and the Prospectus Supplement. If any underwriters
or agents are involved in the sale of the offered Debt Securities, their names
and any applicable fee, commission or discount arrangements with them will be
set forth in the Prospectus Supplement. See "Plan of Distribution."

____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

____________________

The date of this Prospectus is October , 1994.

<PAGE>

AVAILABLE INFORMATION

The Company and Nordstrom, Inc. ("Nordstrom"), a Washington corporation
which owns 100% of the outstanding shares of the Company's common stock, are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and, in accordance therewith, file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference room of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and the public
reference facilities in the New York Regional Office, 75 Park Place, New York,
New York 10007 and the Chicago Regional Office, Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates by writing to the Commission,
Public Reference Section, Washington, D.C.

This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 and the exhibits thereto (the "Registration
Statement") which the Company has filed with the Commission under the Securities
Act of 1933, as amended (the "Act"), and to which reference is hereby made for
further information. The information so omitted may be obtained from the
Commission's principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1994, and the Company's Quarterly Reports on Form 10-Q for the quarters
ended April 30, 1994 and July 31, 1994, which have been filed with the
Commission by the Company, are incorporated into this Prospectus by reference.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated by reference herein,
other than exhibits to such documents which are not specifically incorporated by
reference in the information that this Prospectus incorporates. Requests for
such copies should be directed to: Nordstrom Credit, Inc., 13531 East Caley
Avenue, Englewood, Colorado 80111, Attention: Carol R. Simonson, telephone
(303) 397-4780.

<PAGE>
THE COMPANY AND NORDSTROM

The principal executive offices of the Company are located at 13531 East
Caley Avenue, Englewood, Colorado 80111, telephone number (303) 397-4700.

BUSINESS OF THE COMPANY

The Company is a wholly-owned subsidiary of Nordstrom. The Company was
incorporated in the state of Washington in 1982 and reincorporated in the state
of Colorado in 1990. The primary business of the Company is to finance customer
accounts receivable arising under revolving charge accounts, contract accounts
and 30-day accounts generated through sales of merchandise in Nordstrom stores
("Accounts") and under revolving charge accounts generated through purchases by
customers utilizing Nordstrom National Credit Bank Visa cards ("Visa Accounts").
Accounts consist primarily of balances due under revolving charge accounts. The
contract accounts for major purchases and 30-day accounts represent less than 1%
of Accounts. Visa Accounts consist of balances due under revolving charge
accounts.

Nordstrom and Nordstrom National Credit Bank, a national banking
association and a wholly-owned subsidiary of Nordstrom (the "Bank"), are parties
to a Merchant Agreement which governs the relationship between the Bank and
Nordstrom, including the origination of Accounts by the Bank. See "Relationship
with Nordstrom." The Company and the Bank are parties to an Operating Agreement
which governs the purchase by the Company of Accounts originated by the Bank and
the servicing of Accounts by the Bank. See "Relationship with Nordstrom." The
Company and the Bank also are parties to a Visa Operating Agreement which
governs the purchase by the Company of Visa Accounts originated by the Bank and
the servicing of Accounts by the Bank. See "Relationship with Nordstrom."

The Company and Nordstrom are parties to an Investment Agreement which,
among other things, governs ownership of Company stock and the financial
relationships between Nordstrom and the Company. Because Nordstrom owns all of
the Company's common stock, Nordstrom controls the management and policies of
the Company. See "Relationship with Nordstrom."

BUSINESS OF NORDSTROM

Nordstrom is a specialty retailer selling a wide selection of apparel,
shoes and accessories for women, men and children. Most of Nordstrom's
merchandise categories are offered in each of its 54 large fashion specialty
stores currently located in Alaska, California, Illinois, Maryland, Minnesota,
New Jersey, Oregon, Utah, Virginia and Washington. In addition, Nordstrom
operates 17 clearance stores in California, Illinois, Maryland, Oregon,
Pennsylvania, Utah, Virginia and Washington under the name "Nordstrom Rack," one
clearance store in Arizona, under the name "Last Chance Shoes and Apparel,"
three smaller specialty stores in Washington under the name "Place Two," one
specialty store in New York under the name "Faconnable," and leased shoe
departments in eleven department stores in Hawaii. Nordstrom's marketing
philosophy is to offer a wide selection of merchandise, to create customer
loyalty by providing a high level of customer service and to respond rapidly to
local market conditions and fashion trends through decentralized buying and
merchandise selection.

<PAGE>

The following table sets forth the total store area (exclusive of corporate
and administrative offices in Seattle, Washington) as of September 1, 1994 of
all stores currently operated by Nordstrom:

TOTAL STORE NUMBER
DESCRIPTION AREA OF STORES
----------- -------------------------

<S> <C> <C>
Southern California Group . . . . . . . 2,687,000 20
Northern California Group . . . . . . . 1,922,000 12
Washington Group. . . . . . . . . . . . 1,251,000 11
Capital Group (Washington, D.C. Area) . 1,229,000 9
Oregon Group. . . . . . . . . . . . . . 823,000 8
Northeast Group . . . . . . . . . . . . 722,000 4
Midwest Group . . . . . . . . . . . . . 534,000 3
Utah Group. . . . . . . . . . . . . . . 357,000 4
Alaska Group. . . . . . . . . . . . . . 97,000 1
Place Two Group . . . . . . . . . . . . 55,000 3
Arizona Group . . . . . . . . . . . . . 26,000 1

Total. . . . . . . . . . . . . . . . 9,703,000 76

</TABLE>

Nordstrom will expand one existing large specialty store and open another
in the fall of 1994 in Bellevue, Washington and Skokie, Illinois, respectively.
These stores will contain a total of approximately 290,000 additional square
feet.

Nordstrom currently anticipates opening four large specialty stores in
1995 in Schaumberg, Illinois, White Plains, New York, Milburn, New Jersey and
Indianapolis, Indiana. These stores will contain a total of approximately
775,000 square feet. Nordstrom also anticipates closing one large specialty
store in 1995 in San Jose, California which contains approximately 150,000
square feet.

Nordstrom currently anticipates opening four large specialty stores in
1996 in King of Prussia, Pennsylvania, Dallas, Texas, Denver, Colorado and Troy,
Michigan. These stores will contain a total of approximately 900,000 square
feet.

Nordstrom is also considering other locations in Texas and the Southwest,
the Midwest, and the Eastern United States for potential store openings. With
respect to any proposed store, it is possible that in one or more instances
store site negotiations may be terminated and the store may not be built, or
delays may occur. Furthermore, environmental and land use regulations and the
difficulties encountered by shopping center developers in securing financing
could make future development of stores more difficult, time-consuming and
expensive.

RELATIONSHIP WITH NORDSTROM

MERCHANT AGREEMENT

Nordstrom and the Bank are parties to a Merchant Agreement and Operating
Procedures dated August 30, 1991 (the "Merchant Agreement") whereby the Bank
issues Accounts through Nordstrom credit cards issued by the Bank for use in
Nordstrom stores. Pursuant to the Merchant Agreement, the Bank pays to
Nordstrom on a daily basis the amount of all charges on Accounts for each such
day, less the amounts of any sales adjustments and less an allowance for amounts
to be written off. The Merchant Agreement requires that Nordstrom pay a
servicing fee to the Bank which may change from time to time but is currently
.25% of the net face amount of each sale, less any sales adjustments.

<PAGE>

OPERATING AGREEMENTS

OPERATING AGREEMENT. Nordstrom Account servicing arrangements are
governed by an Operating Agreement dated August 30, 1991 (the "Operating
Agreement") between the Company and the Bank pursuant to which the Company
purchases Accounts from the Bank for a price equal to the amount of Accounts
originated less an allowance for amounts to be written off. Under the Operating
Agreement the Bank performs the servicing functions for the Accounts and the
Company pays the Bank a servicing fee which may change from time to time but is
currently 1.59% of the amount of the Accounts originated. The Bank's servicing
responsibilities include new account processing, authorizing, billing, payment
processing, collection and customer service activities. The Company has
purchased all Accounts originated by the Bank since the Bank's inception.

VISA OPERATING AGREEMENT. Visa Account servicing arrangements are
governed by an Operating Agreement for Visa Accounts and Receivables dated May
1, 1994 (the "Visa Operating Agreement") between the Company and the Bank
pursuant to which the Company purchases Visa Accounts from the Bank on the same
terms and conditions as under the Operating Agreement, with the exception of the
allowance for amounts to be written off. Amounts written off will be charged to
the Company, except for amounts written off with respect to sales occurring at
Nordstrom stores, for which Nordstrom has agreed to indemnify the Company.
Under the Visa Operating Agreement the Bank performs the servicing functions for
the Visa Accounts and the Company pays the Bank a servicing fee which may change
from time to time but is currently 1.59% of the amount of the Visa Accounts
originated. The Bank's servicing responsibilities include new account
processing, authorizing, billing, payment processing, collection and customer
service activities.

OLD OPERATING AGREEMENT. The Company and Nordstrom are parties to an
Operating Agreement dated February 1, 1989 (the "Old Operating Agreement")
pursuant to which the Company has agreed to purchase any accounts originated by
Nordstrom. Since Nordstrom organized the Bank to originate Accounts, no
Accounts have been originated by Nordstrom and the obligations of the Old
Operating Agreement, while remaining in effect, have had no recent practical
application.

INVESTMENT AGREEMENT

The Investment Agreement dated October 8, 1984 (the "Investment
Agreement") imposes certain commitments upon Nordstrom, the most stringent of
which is to maintain the Company's ratio of Income Available for Fixed Charges
to Fixed Charges at not less than 1.25:1. "Fixed Charges" are defined in the
Investment Agreement as the interest charges on the aggregate principal amount
of all debt of the Company outstanding during the period. "Income Available for
Fixed Charges" is defined as the net income of the Company determined in
accordance with generally accepted accounting principles, except that the
determination is to be made before any deduction for Fixed Charges or any
provisions for taxes in respect of income. The Investment Agreement requires
that Nordstrom retain ownership of all of the outstanding shares of stock of the
Company, and provides for the subordination of all debt owed by the Company to
Nordstrom and its affiliated companies to debt owed by the Company to unrelated
third parties ("Prior Debt"). The Investment Agreement further provides that
Nordstrom will maintain an aggregate amount of investment (including affiliated
debt and shareholder's equity) in the Company of at least $1.00. The Investment
Agreement provides that it may be modified by Nordstrom and the Company provided
that if any modification adversely affects any holders of Prior Debt, the
modification will be effective only upon the consent of 66 2/3% of the holders
of Prior Debt. The Investment Agreement also provides that it may not be
terminated until all of the Company's debt outstanding on the date of the giving
of 30 days' notice of termination has been paid. The Indenture (as defined
below) also imposes limitations on amendments to or termination of the
Investment Agreement. See "Description of Debt Securities - Certain Covenants
of the Company."

The Company has been included in the consolidated income tax returns of
Nordstrom since its formation. Nordstrom will prepare and file federal, state
and local income tax returns for and on behalf of the Company. The Company will
pay to Nordstrom the amount of income taxes for which the Company would have
been liable if it had filed its own returns. For any year in which the Company
has a loss that reduces the consolidated income tax liability of Nordstrom, the
Company and Nordstrom's other subsidiaries, Nordstrom will pay the Company the

<PAGE>

amount of such reduction in tax liability. In the event any adjustment is made
to the federal, state or local tax returns, the liability of Nordstrom and the
Company is to be recomputed and payments will be allocated accordingly.

INTERCOMPANY SERVICES

Nordstrom presently furnishes the following administrative services to the
Company: officer and director liability insurance, and executive, financial,
legal, tax and other corporate staff functions. Nordstrom charges the Company
for the actual costs incurred or a reasonable allocation of Nordstrom's total
cost for such services.

CREDIT ARRANGEMENTS

The Company and Nordstrom do not have any joint borrowing arrangements and
there are no guarantees by Nordstrom of the payment of any debt of the Company.

FINANCING OF THE COMPANY

To finance the purchase of Accounts and Visa Accounts, the Company has
incurred and will incur indebtedness, including the Debt Securities issued under
this Prospectus. The nature and amount of such indebtedness of the Company will
vary from time to time, depending upon business requirements, market conditions
and other factors of Nordstrom and the Bank. From time to time, Nordstrom has
loaned excess funds to the Company on a short-term basis. The Company has a
$90,000,000 unsecured line of credit with a group of commercial banks with First
Interstate Bank of Denver, N.A., as agent, which expires on June 23, 1995 and a
$60,000,000 unsecured line of credit with Bank of America National Trust and
Savings Association which expires on June 30, 1995. Under the terms of these
lines of credit, the Company must, among other things, comply with the terms of
the Investment Agreement and the Operating Agreement and maintain a ratio of
consolidated total debt to consolidated tangible net worth at the end of each
fiscal quarter no greater than 5:1 for purposes of the $90,000,000 agreement and
no greater than 6:1 for purposes of the $60,000,000 agreement. These lines of
credit serve as liquidity support for the Company's short-term debt. These
commitments may require additional equity investments by Nordstrom in the
Company as the Company incurs additional indebtedness.

USE OF PROCEEDS

Except as may be set forth in the Prospectus Supplement, the Company
intends to add the net proceeds from the sale of Debt Securities to the general
funds of the Company to be available primarily for the purchase of Accounts and
Visa Accounts. The Company may also repay short-term borrowings used to
purchase Accounts and Visa Accounts or refinance portions of outstanding
medium-term notes. Pending such uses, the Company may invest all or a portion
of the proceeds in investment grade short-term instruments.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratios of earnings to fixed charges of
the Company and Nordstrom and its subsidiaries for each of the fiscal years
ended 1990 through 1994 and for the six months ended July 31, 1994.

FISCAL YEAR ENDED JANUARY 31,
------------------------------------------ SIX MONTHS ENDED
1990 1991 1992 1993 1994 JULY 31, 1994
------------------------------------------ ----------------

<S> <C> <C> <C> <C> <C> <C>
Company . . . . . . . . . . . . . . . . 1.39 1.45 1.69 1.87 2.09 2.19
Nordstrom . . . . . . . . . . . . . . . 3.60 3.35 3.98 4.41 4.95 6.42

</TABLE>

For the purpose of these ratios, earnings consist of earnings before income
taxes plus fixed charges less capitalized interest, as applicable. Fixed
charges consist of interest expense, capitalized interest and the estimated
interest portion of rent expense, as applicable.

<PAGE>

DESCRIPTION OF DEBT SECURITIES

The notes, debentures and other evidences of indebtedness (the "Debt
Securities") will be issued under an indenture dated as of November 15, 1984, as
supplemented by First, Second and Third Supplemental Indentures dated as of
January 15, 1988, June 1, 1989 and October 19, 1990, respectively (as
supplemented, the "Indenture"), between the Company and First Interstate Bank of
Washington, N.A., as Trustee (the "Trustee"), and will rank equally with all
other unsecured and unsubordinated indebtedness of the Company. A copy of the
Indenture has been filed as an exhibit to the Registration Statement. The
following description summarizes certain provisions of the Indenture. Whenever
any particular article or section of the Indenture or any term defined therein
is referred to, such article, section or definition is incorporated by
reference, and the statement in connection with which such reference is made is
qualified in its entirety by such reference. Whenever a defined term is
indicated by capital letters, the definition thereof is contained in this
Prospectus or in the Indenture. As of the date of this Prospectus the Company
had four series of debt securities outstanding under the Indenture: $75,000,000
aggregate principal amount of Medium-Term Notes, Series A, $44,000,000 aggregate
principal amount of Medium-Term Notes, Series B, $50,000,000 aggregate principal
amount of Medium-Term Notes, Series C, and $43,100,000 aggregate principal
amount of 9 3/8% Sinking Fund Debentures due 2016.

GENERAL

The Indenture does not limit the aggregate principal amount of the Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued from time to time in series. (Section 301) The Debt Securities will
be unsecured obligations of the Company.

A Prospectus Supplement will describe the following terms of the Debt
Securities then being offered: (1) the title of the Debt Securities; (2) any
limit on the aggregate principal amount of the Debt Securities; (3) the date or
dates on which the Debt Securities will mature; (4) the rate or rates or the
method or methods of determining the rate or rates at which the Debt Securities
will bear interest, if any, and the date from which such interest, if any, will
accrue; (5) the dates on which such interest, if any, on the Debt Securities
will be payable and the record dates for such Interest payment dates; (6) the
place or places where principal of (and premium, if any) and interest, if any,
on the Debt Securities shall be payable and, if other than as set forth in the
Indenture, the method or methods of payment; (7) any mandatory or optional
sinking fund or analogous provisions; (8) any redemption terms; (9) the portion
of the principal amount of the Debt Securities, if other than the principal
amount thereof, payable upon acceleration of maturity thereof; (10) whether the
Debt Securities are to be issued in whole or in part in the form of one or more
Global Security or Securities, and, if so, the identity of the depositary for
such Global Security or Securities and any special provisions with respect to
such Global Security or Securities; (11) additional events of default, if any;
(12) any additional restrictive covenants included for the benefit of the
holders of such Debt Securities; and (13) any other terms of the Debt Securities
not inconsistent with the provisions of the Indenture. (Section 301)

CERTAIN COVENANTS OF THE COMPANY

CERTAIN DEFINITIONS APPLICABLE TO COVENANTS. "Subsidiary" of the Company
is defined as a corporation more than 50% of the outstanding voting stock of
which is owned, directly or indirectly, by the Company or by one or more
Subsidiaries of the Company. "Restricted Subsidiary" is defined as a Subsidiary
of the Company substantially all the assets of which are located within, and
operating substantially entirely within, the present 50 states of the United
States, excluding, however, any Subsidiary of the Company designated by the
Board of Directors, provided that at the time of such designation there exists
no Event of Default which has not been cured or waived, and the Company could
issue at least $1.00 of additional Debt secured by a Mortgage, as more fully
described under "Restrictions on Liens and Encumbrances." "Property" is defined
as all tangible and intangible property of the Company and any Restricted
Subsidiary, including rights in and to any such property and accounts (including
installment payment accounts and accounts receivable) owned by the Company or
any Restricted Subsidiary. "Consolidated Net Earnings" is defined as
consolidated net earnings (or deficit) of the Company and its Restricted
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles excluding net income or loss (a) of a Restricted
Subsidiary for any period during which it was not a

<PAGE>

Restricted Subsidiary, and (b) of any acquired business prior to its
acquisition. "Consolidated Assets" is defined as the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
all goodwill and like intangibles, as set forth on the most recent balance sheet
of the Company and its consolidated Subsidiaries. (Section 101)

RESTRICTIONS ON LIENS AND ENCUMBRANCES. The Indenture provides that the
Company may not, nor may it permit any Restricted Subsidiary to, create, assume
or guarantee any loan or evidence of indebtedness for money borrowed ("Debt")
secured by a pledge, mortgage or lien ("Mortgage") on any Property of the
Company or any Restricted Subsidiary, or on any shares of capital stock or Debt
of any Restricted Subsidiary, without securing or causing the Restricted
Subsidiary to secure the Debt Securities and all other securities issued under
the Indenture equally and ratably with (or, at the Company's option, prior to)
such secured Debt, unless the aggregate amount of all Debt secured by Mortgages
would not exceed 15% of Consolidated Assets. (Section 1005)

This restriction does not apply to, and there is excluded from secured Debt
in any computation under such restriction, Debt secured by (1) Mortgages
existing as of the date of the Indenture and securing Debt existing as of the
date of the Indenture; (2) Mortgages on property of, or on any shares of capital
stock of or Debt of, any corporation existing at the time such corporation
becomes a Restricted Subsidiary; (3) Mortgages in favor of the Company or a
Restricted Subsidiary; (4) Mortgages in favor of governmental bodies to secure
progress or advance payments; (5) Mortgages on property, shares of stock or Debt
existing at the time of acquisition thereof and the related purchase money and
construction Mortgages which are entered into within specified limits; (6)
Mortgages securing certain tax-free obligations issued by a State, territory or
possession of the United States, or any political subdivision of any of the
foregoing, or the District of Columbia to finance the acquisition or
construction of property; and (7) any extension, renewal or refunding of any
Mortgage referred to in the foregoing clauses (1) through (6), inclusive.
(Section 1005)

INVESTMENT AND OPERATING AGREEMENTS. The Indenture provides that the
Company (1) will observe and perform in all material respects all covenants or
agreements of the Company contained in the Investment Agreement and the Old
Operating Agreement; (2) will cause Nordstrom to observe and perform in all
material respects all covenants or agreements of Nordstrom contained in such
agreements; and (3) will not waive compliance under, amend in any material
respect or terminate such agreements; provided, however, that either of such
agreements may be amended if as a result there is no downgrading or revocation
of any credit ratings on the Debt Securities or any other securities of the
Company. (Section 1008) These restrictions do not apply to the Operating
Agreement between the Company and the Bank.

RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS. The Indenture provides
that the Company will not declare any dividends on any class of its stock or
make any payment on account of, or set apart money for a sinking or other
analogous fund for, the purchase, redemption or other retirement of any shares
of such stock, or make any distribution in respect thereof (collectively, the
"Stock Payments"), unless such dividends are declared to be payable not more
than 60 days after the date of declaration and unless, after giving effect to
such proposed Stock Payments, no Event of Default has occurred which has not
been cured or waived, and all dividends declared and any payment set apart or
made during the period beginning November 1, 1984, to and ending on the
computation date (the "Computation Period"), are less than the sum of (a) 50
percent (or all, in case of a deficit) of the Consolidated Net Earnings computed
for the Computation Period; plus (b) the aggregate of all contributions to
capital (including the fair value of property other than cash) received by the
Company during the Computation Period; plus (c) the aggregate net proceeds
(including the fair value of property other than cash) received by the Company
from the issue or sale of any class of its stock during the Computation Period.
This restriction does not apply to dividends or distributions payable solely in
any class of Company stock, or the purchase, redemption or other retirement of
Company stock by exchange for, or out of proceeds of the substantially
concurrent sale of, shares of any other class of Company stock or the
application to the purchase, redemption or other retirement of any such stock of
moneys previously and properly set apart for and then held in a sinking or other
fund as established for such stock. (Section 1007)

The Company will not permit any Subsidiary to purchase any stock of any
class of the Company. (Section 1007)

<PAGE>

RESTRICTIONS ON MERGER AND CONSOLIDATION. The Indenture provides that no
consolidation or merger of the Company with or into any other corporation and no
conveyance, transfer or lease of its property substantially as an entirety shall
be made to another person unless (i) the surviving, acquiring or leasing
corporation, if other than the Company, is a domestic corporation that expressly
assumes, by a supplemental Indenture, all obligations of the Company under the
Indenture, including the due and punctual payment of the principal of and
premium, if any, and interest, if any, on the Debt Securities; (ii) no default
or Event of Default shall have happened and be continuing; (iii) no properties
or assets owned by the Company shall become subject to any mortgage, pledge,
lien, security interest or other encumbrance (other than those permitted by
Section 1005) as a result of such transaction, unless the Debt Securities shall
be equally and ratably secured thereby; and (iv) an officer of the Company and
counsel for the Company shall confirm in writing that all conditions to such
transaction contained in the Indenture have been satisfied. (Section 801)

EVENTS OF DEFAULT

The following are Events of Default under the Indenture with respect to
Debt Securities of any series: (1) default in the payment of principal of or any
premium on any Debt Securities of that series when due; (2) default in the
payment of any interest on any Debt Securities of that series when due,
continued for 30 days; (3) default in the deposit of any sinking fund payment,
when due, in respect of any Debt Securities of that series; (4) default in the
performance of any other covenant of the Company in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a series of the
Debt Securities other than that series), continued for 60 days after written
notice as provided in the Indenture; (5) default in payment or acceleration of
the Debt Securities of any other series or any other indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries in excess of
$5,000,000, or a default under any capitalized lease obligation of the Company
or a Restricted Subsidiary under which the Company or a Restricted Subsidiary is
obligated to pay in excess of $5,000,000, or a default under any mortgage or
indenture under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed in excess of $5,000,000 by the
Company or a Restricted Subsidiary if the default is not cured or such
acceleration is not annulled or such indebtedness is not discharged within
10 days after written notice as provided in the Indenture; (6) the failure to
satisfy or obtain a stay within 60 days of entry of a final judgment by a court
against the Company or a Restricted Subsidiary for the payment of money in
excess of $1,000,000; (7) any Event of Default under the Indenture dated
December 15, 1983, as amended or supplemented from time to time, between
Nordstrom and First Interstate Bank of Washington, N.A., as Trustee; and
(8) certain events in bankruptcy, insolvency or reorganization. No Event of
Default with respect to the Debt Securities of a particular series necessarily
constitutes an Event of Default with respect to the Debt Securities of any other
series. (Section 501)

If an Event of Default with respect to the Debt Securities of any series at
the time outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25 percent in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all the Debt Securities of that series to be due and payable immediately. At
any time after a declaration of acceleration with respect to Debt Securities of
any series has been made, but before a judgment or decree based on acceleration
has been obtained, the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502)

The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee is under no
obligation to exercise any of its rights or powers under the Indenture at

_________________

(1) In the case of Securities issued under the Indenture prior to January 15,
1988, each dollar amount in clause (5) is $1,000,000 rather than $5,000,000.
As a consequence, holders of such Securities may be able to cause an
acceleration of the payment obligations of such Securities before holders of
the Debt Securities offered hereby may be able to accelerate the payment
obligations of such Debt Securities, or holders of such Debt Securities may
not be able to accelerate such payment obligations at all. As of the date of
this Prospectus, $43,100,000 of Securities issued under the Indenture prior to
January 15, 1988 were outstanding.

<PAGE>

the request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debt Securities of that series, and to waive
certain defaults. The Trustee, with respect to the direction of the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, or the
Company, with respect to waiving any default, may set a record date for any Act
of the Holders. (Sections 512 and 513)

The right of a Holder of any Debt Securities to institute a proceeding with
respect to the Indenture is subject to certain conditions precedent, but each
Holder has an absolute right to receive payment of principal or premium and
interest, if any, when due and to institute suit for the enforcement of any such
payment. (Sections 507 and 508) The Indenture provides that the Trustee, within
90 days after the occurrence of a default with respect to the Debt Securities of
any series, is required to give the Holders of such Debt Securities notice of
such default, unless cured or waived; provided that, except in the case of
default in the payment of principal, or premium or interest, if any, or in the
payment of any sinking fund installment, the Trustee may withhold such notice if
it determines it is in the interest of such Holders to do so. (Section 602)

The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1008)

MODIFICATION OF THE INDENTURE

Modifications and amendments of the Indenture may be made by the Company
and the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of all series of the outstanding Debt Securities
issued under the Indenture which are affected by the modification or amendment,
provided that no such modification or amendment may, without the consent of each
Holder of such Debt Securities affected thereby, (1) change the stated maturity
date of the principal of, or any installment of principal of or interest on, any
such Debt Security; (2) reduce the principal amount of, the rate of interest on,
or any premium payable upon redemption of, any such Debt Security or the
principal amount due upon acceleration of an Original Issue Discount Security;
(3) modify the manner of determination of the rate of interest on any Debt
Security so as to affect adversely the interest of such Holder; (4) change the
place or currency of payment of principal (or premium, if any) or interest, if
any, on any such Debt Security; (5) impair the right to institute suit for the
enforcement of any such payment on or with respect to any such Debt Security;
(6) reduce the above-stated percentage of Holders necessary to modify or amend
the Indenture; or (7) modify the foregoing requirements or reduce the percentage
of outstanding Debt Securities necessary to waive compliance with certain
provisions of the Indenture or for waiver of certain defaults. The Company may
set a record date for any Act of the Holders with respect to consenting to any
amendment. (Section 902)

CONCERNING THE TRUSTEE

The Trustee under the Indenture also is the trustee under an indenture
covering an outstanding issue of notes of Nordstrom. The Trustee and its
affiliates are depositories of the Company and Nordstrom, have from time to time
made loans to the Company and to Nordstrom and its other subsidiaries and have
performed other services for the Company and Nordstrom in the normal course of
business. The Trustee also acts as trustee with respect to the Company's
outstanding notes and debentures. The Company expects to continue to conduct
such transactions with the Trustee and its affiliates. Under the provisions of
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), upon
the occurrence and continuance of a default under an indenture, if a trustee has
a conflicting interest (as defined in the Trust Indenture Act) the trustee must,
within 90 days, either eliminate such conflicting interest or resign. Under the
provisions of the Trust Indenture Act, an indenture trustee shall be deemed to
have a conflicting interest if, upon the occurrence of a default under the
indenture, the trustee is a creditor of the obligor. If the trustee fails
either to eliminate the conflicting interest or to resign within 10 days after
the expiration of such 90-day period, the trustee is required to notify security
holders to this effect and any security holder who has been

<PAGE>

a bona fide holder for at least six months may petition a court to remove the
trustee and to appoint a successor trustee.

PLAN OF DISTRIBUTION

The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include one or more firms, or may be a group of underwriters
represented by firms including one or more of such firms. Such firms may also
act as agents.

The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts and
commissions under the Act. Any such underwriter or agent will be identified,
and any such compensation received from the Company will be described, in the
Prospectus Supplement.

Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.

If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of the offered Debt
Securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters and such
other agents will not have any responsibilities in respect of the validity or
performance of such contracts.

Debt Securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom Debt Securities
are sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters or agents will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Debt Securities.

LEGAL OPINIONS

The legality of the Debt Securities will be passed upon by Lane Powell
Spears Lubersky, 1420 Fifth Avenue, Suite 4100, Seattle, Washington 98101.
D. Wayne Gittinger, a director of Nordstrom, is a partner in the firm of Lane
Powell Spears Lubersky. At September 1, 1994, members of that firm owned
directly or indirectly an aggregate of approximately 5,300,000 shares of common
stock of Nordstrom.

EXPERTS

The financial statements and related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1994 have been

<PAGE>

audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of Deloitte & Touche LLP given upon their authority
as experts in accounting and auditing.

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Set forth below is an itemized statement of the amounts of all expenses in
connection with the sale and distribution of the Debt Securities registered
hereby. Except for the registration fee, all such amounts are estimates.

<S> <C>
Registration fee. . . . . . . . . . . . . . . $ 30,000
Printing and engraving. . . . . . . . . . . . 14,000
Legal fees and expenses . . . . . . . . . . . 50,000
Accountants' fees and expenses. . . . . . . . 50,000
Trustee's and authenticating agent's fees
and expenses. . . . . . . . . . . . . . . . 15,000
Rating agencies' fees . . . . . . . . . . . . 75,000
Blue Sky fees and expenses. . . . . . . . . . 10,000
Miscellaneous . . . . . . . . . . . . . . . . 5,000
---------
Total. . . . . . . . . . . . . . . . . . $ 249,000
---------
---------

</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the provisions of the Company's bylaws, the Company shall indemnify
against liabilities and expenses incurred in any proceeding an individual made a
party to the proceeding because the party is or was a director or officer of the
Company. These indemnification provisions contain certain limitations and
standards, including that (i) the individual conducted himself in good faith,
(ii) he reasonably believed: (A) in the case of conduct in his official
capacity with the Company, that his conduct was in the Company's best interests;
or (B) in all other cases, that his conduct was at least not opposed to the
Company's best interests, and (iii) in the case of any criminal proceeding, he
had no reasonable cause to believe his conduct was unlawful. The Company may
not indemnify a director or officer either (i) in connection with a proceeding
by or in the right of the Company in which the director or officer was adjudged
liable to the Company; or (ii) in connection with any proceeding charging
improper personal benefit to the director or officer, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him.

Any indemnification of or advance of expenses to a director or officer
arising out of a proceeding by or on behalf of the Company must be reported in
writing to shareholders with or before notice of the next shareholders' meeting.
These provisions are not exclusive of any other rights of indemnification to
which those seeking indemnification may be entitled under any agreement, vote of
shareholders or directors, or otherwise. Nordstrom carries directors' and
officers' liability insurance which generally insures officers and directors of
the Company against certain liabilities by reason of certain acts and omissions
in connection with their duties for the Company.

Further, the Company's Articles of Incorporation eliminate the personal
liability of a director to the Company or its shareholders for monetary damage
for breach of fiduciary duty as a director, except for (i) breach of the
director's duty of loyalty to the Company or its shareholders; (ii) acts or
omissions not in good faith, or which involve intentional misconduct or a
knowing violation of law; (iii) acts specified under Section 7-5-114 of the
Colorado Corporation Code; or (iv) any transaction from which the director
derived an improper personal benefit.

Any underwriters, dealers or agents referred to in the agreement filed as
Exhibit 1.1 to this Registration Statement will agree to indemnify the Company's
directors, its officers who signed the Registration Statement and its
controlling persons against certain liabilities which might arise under the
Securities Act from information furnished to the Company by or on behalf of any
such indemnifying party.

<PAGE>

ITEM 16. EXHIBITS.

1.1 Form of Distribution Agreement (incorporated by reference to Exhibit 1 to
Registrant's Registration Statement on Form S-3 (File No. 33-29193)).

4.1 Indenture dated as of November 15, 1984, between Registrant and First
Interstate Bank of Washington, N.A., as Trustee (incorporated by reference
to Exhibit 4.2 to Registrant's Registration Statement on Form S-3 (File No.
33-3765))(1).

4.2 First Supplemental Indenture dated as of January 15, 1988, between
Registrant and First Interstate Bank of Washington, N.A., as Trustee
(incorporated by reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-3 (File No. 33-19743)).

4.3 Second Supplemental Indenture dated as of June 1, 1989, between Registrant
and First Interstate Bank of Washington, N.A., as Trustee (incorporated by
reference to Exhibit 4.3 to Registrant's Registration Statement on Form S-3
(File No. 33-29193)).

4.4 Third Supplemental Indenture dated as of October 19, 1990, between
Registrant and First Interstate Bank of Washington, N.A., as Trustee
(incorporated by reference to Exhibit 4.2 to Registrant's Annual Report on
Form 10-K for the year ended January 31, 1991).

4.5 Form of Debt Security (incorporated by reference to Exhibit 4.4 to
Registrant's Registration Statement on Form S-3 (File No. 33-29193)).

5.1 Opinion of Lane Powell Spears Lubersky, counsel to the Registrant.

10.1 Operating Agreement for Visa Accounts and Receivables between Nordstrom
National Credit Bank and Nordstrom Credit, Inc. dated May 1, 1994.

12.1 Statement regarding computation of ratio of earnings to fixed charges of
Nordstrom.

12.2 Statement regarding computation of ratio of earnings to fixed charges of
Registrant.

24.1 The consent of Lane Powell Spears Lubersky is contained in their opinion
filed as Exhibit 5.1 to this Registration Statement.

24.2 Consent of Deloitte & Touche LLP, independent auditors.

25.1 A power of attorney is contained on the signature page of this Registration
Statement.

26.1 Form T-1, Statement of Eligibility and Qualification of First Interstate
Bank of Washington, N.A., as Trustee under the Trust Indenture Act of 1939
(to be filed as a Post-Effective Amendment to this Registration Statement,
as required pursuant to 17 C.F.R. 229.601(25)(ii).).
____________________
(1) The Indenture has previously been qualified in connection with Registration
Statement No. 2-94369 (22-13421) and is deemed to be qualified with respect
to the Debt Securities registered hereunder.

ITEM 17. UNDERTAKINGS.

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:

<PAGE>

a. To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;

b 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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;

c. The 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;

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 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;

4. That, for the 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.

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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

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 referred to in Item 15 above, 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 of whether
or not 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 Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Englewood, state of Colorado on the 5th day of
October, 1994.

NORDSTROM CREDIT, INC.

By /s/ John C. Walgamott
--------------------------------------
John C. Walgamott, President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. Walgamott and John A. Goesling, jointly
and severally, his attorneys-in-fact, each with full power of substitution, for
him in any and all capabilities, to such any amendments to this Registration
Statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on October 5, 1994, by the following
persons in the capacities indicated:

SIGNATURE TITLE
--------- -----

/s/ John C. Walgamott
- ------------------------------------- President
John C. Walgamott (Principal Executive Officer)

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

/s/ Bruce A. Nordstrom
- ------------------------------------ Co-Chairman of the Board of Directors
Bruce A. Nordstrom and Director

/s/ James F. Nordstrom
- ------------------------------------ Co-Chairman of the Board of Directors
James F. Nordstrom and Director

/s/ John N. Nordstrom
- ------------------------------------ Co-Chairman of the Board of Directors
John N. Nordstrom and Director

/s/ John A. McMillan
- ------------------------------------ Co-Chairman of the Board of Directors
John A. McMillan and Director

<PAGE>
INDEX TO EXHIBITS

Exhibit Description Page
----

1.1 Form of Distribution Agreement (incorporated by reference to
Exhibit 1 to Registrant's Registration Statement on Form S-3
(File No. 33-29193)).. . . . . . . . . . . . . . . . . . . . . . .

4.1 Indenture dated as of November 15, 1984, between Registrant
and First Interstate Bank of Washington, N.A., as Trustee
(incorporated by reference to Exhibit 4.2 to Registrant's
Registration Statement on Form S-3 (File No. 33-3765)).. . . . . .

4.2 First Supplemental Indenture dated as of January 15, 1988,
between Registrant and First Interstate Bank of Washington,
N.A., as Trustee (incorporated by reference to Exhibit 4.2 to
Registrant's Registration Statement on Form S-3 (File No.
33-19743)).. . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.3 Second Supplemental Indenture dated as of June 1, 1989,
between Registrant and First Interstate Bank of Washington,
N.A., as Trustee (incorporated by reference to Exhibit 4.3 to
Registrant's Registration Statement on Form S-3 (File No.
33-29193)).. . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.4 Third Supplemental Indenture dated as of October 19, 1990,
between Registrant and First Interstate Bank of Washington,
N.A., as Trustee (incorporated by reference to Exhibit 4.2 to
Registrant's Annual Report on Form 10-K for the year ended
January 31, 1991). . . . . . . . . . . . . . . . . . . . . . . . .

4.5 Form of Debt Security (incorporated by reference to
Exhibit 4.4 to Registrant's Registration Statement on Form S-3
(File No. 33-29193)).. . . . . . . . . . . . . . . . . . . . . . .

5.1 Opinion of Lane Powell Spears Lubersky, counsel to the
Registrant.. . . . . . . . . . . . . . . . . . . . . . . . . . . .

10.1 Operating Agreement for Visa Accounts and Receivables between Nordstrom
National Credit Bank and Nordstrom Credit, Inc. dated May 1, 1994. . . .

12.1 Statement regarding computation of ratio of earnings to fixed
charges of Nordstrom.. . . . . . . . . . . . . . . . . . . . . . .

12.2 Statement regarding computation of ratio of earnings to fixed
charges of Registrant. . . . . . . . . . . . . . . . . . . . . . .

24.1 The consent of Lane Powell Spears Lubersky is contained in
their opinion filed as Exhibit 5.1 to this Registration
Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24.2 Consent of Deloitte & Touche LLP, independent auditors.. . . . . .

25.1 A power of attorney is contained on the signature page of this
Registration Statement.. . . . . . . . . . . . . . . . . . . . . .

<PAGE>

[LANE, POWELL, SPEARS, LUBERSKY LETTERHEAD]

EXHIBIT 5.1

October 7, 1994

Nordstrom Credit, Inc.
13531 East Caley Avenue
Englewood, Colorado 80111

Sir/Madam:

At your request, we have examined the Registration Statement to be filed by
Nordstrom Credit, Inc. (the "Company") with the Securities and Exchange
Commission (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of up to
$150,000,000 aggregate principal amount of Medium-Term Notes, Series D of the
Company and in connection with $100,000,000 of Medium-Term Notes, Series C of
the Company previously registered pursuant to Form S-3 (Registration Statement
No. 33-35369), as to which the Registration Statement constitutes a Post-
Effective Amendment (the "Debt Securities"). The Company may sell the Debt
Securities directly or through agents or to one or more underwriters for public
offering.

As the Company's counsel, we have examined the proceedings relating to the
issuance and sale of the Debt Securities to be issued and sold by the Company.
It is our opinion that the Debt Securities, when issued and sold in the manner
referred to in the Registration Statement, will be legally issued, fully paid
and non-assessable, and will be binding obligations of the Company. We consent
to the use of this opinion as an exhibit to the Registration Statement and
further consent to the use of our name wherever appearing in the Registration
Statement, including the prospectus constituting a part thereof, any amendments
or supplements thereto, and any prospectus constituting a part thereof, in the
form filed with the Commission pursuant to Rule 424(b) of the rules and
regulations under the Securities Act.

Very truly yours,

/s/ Lane Powell Spears Lubersky

LANE POWELL SPEARS LUBERSKY
GLA:dsp
cc: John A. Goesling
John C. Walgamott
Carol R. Simonson

<PAGE>

EXHIBIT 10.1

________________________________________________________

OPERATING AGREEMENT

FOR VISA ACCOUNTS AND RECEIVABLES

_______________________

BETWEEN

NORDSTROM NATIONAL CREDIT BANK

AND

NORDSTROM CREDIT, INC.

_______________________

DATED AS OF MAY 1, 1994

________________________________________________________

<PAGE>

OPERATING AGREEMENT

TABLE OF CONTENTS

PAGE

ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . . 1
Section 1.01 Definitions. . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
CONVEYANCE OF RECEIVABLES. . . . . . . . . . . . 4
Section 2.01 Conveyance . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III
SERVICING OF RECEIVABLES . . . . . . . . . . . . 5
Section 3.01 Bank Servicing Obligations . . . . . . . . . . . . 5
Section 3.02 Servicing Compensation . . . . . . . . . . . . . . 5
Section 3.03 Covenants of the Bank. . . . . . . . . . . . . . . 6

ARTICLE IV
SETTLEMENTS . . . . . . . . . . . . . . . 7
Section 4.01 Daily Accounts Receivable Settlements. . . . . . . 7
Section 4.02 Monthly Settlement Statement . . . . . . . . . . . 7

ARTICLE V
EVENTS OF DEFAULT; SERVICING TERMINATION . . . . . . . . 8
Section 5.01 Events of Default. . . . . . . . . . . . . . . . . 8
Section 5.02 Remedies . . . . . . . . . . . . . . . . . . . . . 8
Section 5.03 Successor Servicer . . . . . . . . . . . . . . . . 9
Section 5.04 Appointment of Successor . . . . . . . . . . . . . 9

ARTICLE VI
OTHER MATTERS RELATING TO THE BANK. . . . . . . . . . 10
Section 6.01 Limitation on Liability of the Bank and Others . . 10
Section 6.02 Bank Resignation . . . . . . . . . . . . . . . . . 10
Section 6.03 Access to Certain Documentation and Information
Regarding the Receivables. . . . . . . . . . . . . 10
Section 6.04 Delegation of Duties . . . . . . . . . . . . . . . 11

ARTICLE VII
MISCELLANEOUS. . . . . . . . . . . . . . . 11
Section 7.01 Notices, Etc . . . . . . . . . . . . . . . . . . . 11
Section 7.02 Successors and Assigns . . . . . . . . . . . . . . 12
Section 7.03 Severability Clause. . . . . . . . . . . . . . . . 12
Section 7.04 Amendments; Governing Law. . . . . . . . . . . . . 12
Section 7.05 Counterparts . . . . . . . . . . . . . . . . . . . 12
Section 7.06 Headings . . . . . . . . . . . . . . . . . . . . . 12

EXHIBIT A FORM OF MONTHLY SETTLEMENT STATEMENT

EXHIBIT B FORM OF DAILY ACCOUNTS RECEIVABLE SETTLEMENT

<PAGE>

OPERATING AGREEMENT
FOR VISA ACCOUNT AND RECEIVABLES

THIS AGREEMENT is made between NORDSTROM NATIONAL CREDIT BANK, a
national banking association (hereinafter called the "BANK") and NORDSTROM
CREDIT, INC., a Colorado corporation (hereinafter called "CREDIT").

WITNESSETH: THAT

WHEREAS, subject to the terms and conditions of this Agreement, the
Bank desires to transfer and assign to Credit and Credit desires to acquire from
the Bank certain Receivables generated pursuant to certain credit card accounts
of the Bank, including rights in the Finance Charges derived therefrom during
the full term of this Agreement;

WHEREAS, it is contemplated that following such transfer and
assignment of the Receivables, the Bank will collect the sums due thereon from
the Obligors on the Receivables and account to Credit therefor as provided
herein; and

WHEREAS, Credit has requested the Bank to undertake the collection
and servicing responsibilities in respect of the Receivables;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01 DEFINITIONS. As used in this Operating Agreement and
unless the context requires a different meaning, capitalized terms used herein
and not otherwise defined shall have the meanings herein specified and shall
include in the singular number the plural and in the plural number the singular.

"AGREEMENT" shall mean this Operating Agreement as it may from time
to time be amended, supplemented or otherwise modified in accordance with the
terms hereof.

"ACCOUNT" shall mean each individual credit account in the portfolio
of the Bank's Visa card receivables, which is now or hereafter established
pursuant to a Credit Card Agreement between the Bank and an Obligor.

<PAGE>

"ACCOUNTING PERIOD" shall mean a calendar month or any other regular
period of time mutually agreed upon.

"BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
legal holiday.

"COLLECTIONS" shall mean all payments received by the Bank in
respect of the Receivables in the form of cash, checks, wire transfers, ATM
transfers or other forms of payment in accordance with the Credit Card
Agreements in effect from time to time or otherwise accepted by the Bank,
including all amounts received as recoveries with respect to Receivables which
were previously recognized as charge-offs. A Collection received on an Account
in excess of the aggregate amount of Receivables in such Account shall be
credited to such Account or refunded to the Obligor by the Bank in accordance
with its normal practice.

"CREDIT CARD AGREEMENT" shall mean, with respect to an Account, the
contract governing such Account.

"CREDIT CARD GUIDELINES" shall mean the Bank's policies and
procedures relating to the operation of its credit card business, including,
without limitation, the policies and procedures for determining Defaulted
Accounts, the creditworthiness of credit card customers, the extension of credit
to credit card customers and the terms on which repayments are required to be
made, and relating to the maintenance of credit card accounts and collection of
credit card receivables, as such policies and procedures may be amended from
time to time by the Bank.

"DAILY ACCOUNTS RECEIVABLE SETTLEMENT" shall mean a report in the
form of Exhibit B, delivered pursuant to Section 4.01 of this Operating Account.

"DEBTOR RELIEF LAW" shall mean any federal or state bankruptcy or
similar laws affecting the rights of debtors.

"DEFAULTED ACCOUNTS" shall mean Accounts that are charged off under
the Bank's usual and customary practices with respect to charging-off accounts.

"EVENT OF DEFAULT" shall mean the Events of Default defined in
Article V thereof.

"FINANCE CHARGES" shall mean, with respect to any Accounting Period,
all monthly finance charges posted by the Bank to the Obligors in respect to the
Accounts during such Accounting Period.

<PAGE>

"GOVERNMENTAL AUTHORITY" shall mean the United States of America,
any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

"LIEN" shall mean a mortgage, pledge, lien, claim, equity interest,
participation interest, security interest or other charge or encumbrance of any
kind, including the retained security title of a conditional vendor or lessor.

"MASTER FILE" shall mean the computer file maintained by the Bank
and containing account numbers and Receivable balances for each Account.

"MONTHLY SETTLEMENT STATEMENT" shall mean a report in the form of
Exhibit A to this Operating Agreement prepared by the Bank pursuant to
Section 4.02 of this Operating Agreement.

"NEW ACCOUNTS" shall mean new Accounts originated by the Bank under
Credit Card Agreements currently in use by the Bank.

"OBLIGOR" shall mean, with respect to any Account, the person or
persons obligated to make payments with respect to such Account, including any
guarantor thereof.

"OFFICER'S CERTIFICATE" shall mean a certificate executed by the
President or a Vice President of the Bank or Credit.

"PERSON" shall mean and include an individual, a partnership, a
corporation (including a business trust), a joint stock company, a trust, an
unincorporated association, a joint venture or other entity or a government or
an agency or political subdivision thereof.

"RECEIVABLE" shall mean any amounts owing by the Obligor under an
Account from time to time, including the right to payment of amounts owing for
the payment of goods and services and amounts payable for Finance Charges and
any fees. Receivables which are in Defaulted Accounts shall not be shown on the
Bank's records as amounts owing and shall cease to be Receivables on the day on
which such Accounts become Defaulted Accounts. A Receivable shall be deemed to
have been created at the end of the day on the date of processing such
Receivable.

"SETTLEMENT DATE" shall mean the eleventh calendar day following the
preceding months, or, if such day is not a Business Day, the next preceding
Business Day.

<PAGE>

"SUCCESSOR SERVICER" shall mean a successor to the Bank appointed
pursuant to the provisions of Section 5.04 of this Operating Agreement.

"WRITTEN" or "IN WRITING" shall mean any form of written
communication or a communication by means of telex, telecopier device, telegraph
or cable.

ARTICLE II
CONVEYANCE OF RECEIVABLES

Section 2.01 CONVEYANCE.

(a) The Bank hereby sells, assigns, transfers and conveys to Credit,
without recourse, all of its right, title and interest into and under (i) all
Receivables hereafter arising in respect of any New Accounts which become
Accounts on the Bank's Master File, together with all rights (but not the
obligations) relating to the Receivables in and under the related Credit Card
Agreements; (ii) all monies due or to become due with respect to the foregoing;
and (iii) all proceeds of the foregoing. The foregoing assignment, transfer and
conveyance does not constitute and is not intended to result in a creation or
assumption by Credit of any obligation of the Bank or any other Person in
connection with the Accounts, the Receivables, the Credit Card Agreements or any
other agreement relating thereto, including without limitation any obligation to
Obligors.

(b) In connection with the foregoing conveyance, the Bank agrees to
record and file, at its own expense, a financing statement with respect to the
Receivables hereafter created and transferred by the Bank meeting the
requirements of applicable state law in such manner and in such jurisdictions as
are necessary to perfect the transfer of the Receivables from the Bank to
Credit, and to deliver a file-stamped copy of such financing statements or other
evidence of such filings to Credit.

(c) The amount payable as the purchase price for Receivables
purchased by Credit under this Agreement shall equal the net amount paid by the
Bank for such Receivables as of the date of their origination.

(d) The purchase price for Receivables shall be paid or provided for
on each Business Day following the delivery of a Daily Accounts Receivable
Settlement by payment by Credit to the Bank in immediately available funds.

(e) The purchase price shall be adjusted on a daily basis with
respect to any Receivable which was created in respect of merchandise refused or
returned by the Obligor thereunder or as to which the Obligor thereunder has
asserted a counterclaim or defense. The purchase price shall also be adjusted
on a daily basis with

<PAGE>

respect to any Receivable which is reduced by the Bank by any cancellation or
deletion which was created as a result of an error made at the point of sale.
The amount of such adjustment shall be equal to the amount of any such error
made at the point of sale.

ARTICLE III
SERVICING OF RECEIVABLES

Section 3.01 BANK SERVICING OBLIGATIONS.

(a) The Bank, on behalf of Credit, shall bill and collect the
Receivables due thereunder, and, except as otherwise limited herein, exercise
all discretionary powers involved in such billing and collection and shall bear
all costs and expenses incurred in connection therewith that may be necessary or
advisable and permitted for carrying out the transactions contemplated by this
Agreement. In the billing and collection of the Receivables due thereunder, the
Bank shall exercise the same care and apply the same policies that it would
exercise if it owned the Receivables.

(b) The Bank shall have full power and authority, acting alone or
through any party to which the Bank has subcontracted its obligations hereunder,
to do any and all things in connection with such servicing which it may deem
necessary or desirable. The Bank shall be fully responsible to Credit for any
and all acts or failures to act of any such subcontractor to the same extent as
if the Bank were performing or directly responsible for such subcontractors'
duties and responsibilities. Without limiting the generality of the foregoing
and subject to Sections 5.03 and 5.01, the Bank is hereby authorized and
empowered to execute and deliver, on behalf of Credit, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments, with respect to the Receivables and, after the
delinquency of any Receivable and to the extent permitted under and in
compliance with applicable law and regulations, to commence enforcement
proceedings with respect to such Receivables; Credit shall furnish the Bank with
any powers of attorney and other documents necessary or appropriate to enable
the Bank to carry out its servicing and administrative duties hereunder.

Section 3.02 SERVICING COMPENSATION. As compensation for its servicing
activities hereunder, the Bank shall be entitled to receive a servicing fee in
respect of any Accounting Period (or portion thereof), payable in arrears on
each Settlement Date equal to an amount as shall be agreed upon by Credit,
except that if Credit shall not agree, the Bank shall be entitled to a servicing
fee of 2% of the purchase price for all Receivables purchased by Credit during
such Accounting Period. The Bank's expenses include all expenses incurred by
the Bank in connection with its activities hereunder; PROVIDED, that in no event
shall the Bank be liable for any federal, state or local income or franchise
tax, or any interest or penalties with respect thereto, assessed on Credit. The
Bank shall be required to pay such expenses for its own account.

<PAGE>

Section 3.03 COVENANTS OF THE BANK. The Bank hereby covenants that:

(a) COMPUTER FILES. The Bank will, at its own cost and expense,
contract with a third-party processor to retain the Master File used by it as a
record of the Accounts and copies of all material documents relating to each
Account as custodian for Credit.

(b) INDEMNIFICATION.

(i) In any suit, proceeding or action brought by Credit for any
sum owing with respect to a Receivable, the Bank will save, indemnify and
keep Credit harmless from and against all expense, loss or damage suffered
by reason of any defense, setoff, counterclaim, recoupment or reduction of
liability whatsoever of the Obligor under the related Account, arising out
of a breach by the Bank of any obligation under such Account or arising out
of any other agreement, indebtedness or liability at any time owing to or
in favor of such Obligor or its successor from the Bank, and all such
obligations of the Bank shall be and remain enforceable against and only
against the Bank and shall not be enforceable against Credit.

(ii) The Bank hereby agrees to defend and indemnify Credit
against all costs, expenses, claims and liabilities in respect of any
action taken by the Bank relative to any Receivable or arising out of any
proven failure of compliance of any Receivable with the provisions of any
law or regulation, whether federal, state or local, applicable thereto
(including, without limitation, any usury law, the Federal Truth in Lending
Act or Regulation Z of the Federal Reserve System).

(c) COMPLIANCE WITH LAW. The Bank will comply, in all material
respects, with all acts, rules, regulations, orders, decrees and directions of
any Governmental Authority applicable to the Accounts or any parts thereof;
PROVIDED, HOWEVER, that the Bank may contest any act, regulation, order, decree
or direction in any reasonable manner which shall not materially and adversely
affect the rights of Credit. The Bank will comply, in all material respects,
with its obligations under the contracts with Obligors relating to Accounts.

(d) ASSIGNMENTS AND SECURITY INTERESTS. Except for the transfers
hereunder the Bank will not sell, pledge, assign or transfer to any other
Person, or grant, create, incur, assume or suffer to exist any Lien on any
Receivable, Account or books or records relating to any Receivable, whether now
existing or hereafter created, or any interest therein; the Bank will
immediately notify Credit of the existence of any Lien on any Receivable; the
Bank shall defend the right, title and interest of Credit in, to and under the
Receivables, whether now existing or hereafter transferred to Credit, against
all claims of third parties claiming through or under the Bank.

<PAGE>

ARTICLE IV
SETTLEMENTS

Section 4.01 DAILY ACCOUNTS RECEIVABLE SETTLEMENTS. The Bank shall
deliver to Credit the Daily Accounts Receivable Settlement in the form of
Exhibit B hereto, which is hereby incorporated by reference for all purposes
herein. The Bank shall be obligated to deliver such Daily Accounts Receivable
Settlement by 3:00 p.m. on each Business Day with respect to activity in the
Receivables for the prior day (or, in the case of a Daily Accounts Receivable
Settlement delivered on a day following a Saturday, Sunday or other non-Business
Day, the aggregate activity for the preceding Business Day and such non-Business
Days). The above discussion is a summary of the Daily Accounts Receivable
Settlement, and Credit intends that the applications and procedures described in
the Daily Accounts Receivable Settlement shall be construed with this Agreement;
PROVIDED, that to the extent of any inconsistency or omission, Credit and the
Bank agree to confer in good faith to resolve such inconsistency or omission.
Credit and the Bank agree that the Bank shall prepare each Daily Accounts
Receivable Settlement as promptly as possible each Business Day on the basis of
the "pre-audit" sales and collections figures transmitted for each day from
Electronic Data Systems Corporation.

Section 4.02 MONTHLY SETTLEMENT STATEMENT.

(a) On each Settlement Date prior to 1:00 pm., the Bank shall deliver
to Credit a certificate in substantially the form of Exhibit A hereto (the
"Monthly Settlement Statement") for the related Accounting Period.

(b) One Business Day prior to each Settlement Date, the Bank shall
deliver to Credit a copy of the proposed Monthly Settlement Statement for such
Settlement Date. Unless the Bank shall have received written notification from
Credit not to settle in accordance with such Monthly Settlement Statement as a
result of an error therein, which notification shall specify the reasons
therefor in detail, all settlements shall be made in accordance with such
Monthly Settlement Statement. Upon receipt of such notification, the Bank and
Credit shall immediately confer in order to resolve any identified errors.

<PAGE>

ARTICLE V
EVENTS OF DEFAULT; SERVICING TERMINATION

Section 5.01 EVENTS OF DEFAULT. The occurrence and continuation of any
one of the following events shall be an "Event of Default" under this Agreement:

(a) Failure on the part of the Bank to provide Monthly Settlement
Statements and Daily Accounts Receivable Settlements to Credit when due and
continuance of such failure for two Business Days; or

(b) An involuntary case is commenced or filed against the Bank under
the federal bankruptcy laws, as now or hereafter in effect, or any other present
or future federal or state bankruptcy, insolvency or similar law, or for the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Bank or of any substantial part of
its property, or for the winding up of the affairs of, liquidation, dissolution,
or reorganization of the Bank and the continuance of such case or filing
unstayed for a period of thirty (30) consecutive days; or

(c) An order for relief shall be entered in a case under Title 11 of
the United States Code in which the Bank is a debtor, or the Bank shall become
insolvent or admit in writing its inability to pay its debts as they come due,
or the commencement by the Bank of a voluntary case under the federal bankruptcy
laws, as now or hereafter in effect, or any other present or future federal or
state bankruptcy, insolvency or similar law, or the consent by the Bank to the
appointment of or taking possession by a receiver liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Bank or of any
substantial part of its property or the making by the Bank of an assignment for
the benefit of creditors or the failure by the Bank generally to pay its debts
as such debts become due or the taking of corporate action by the Bank in
furtherance of any of the foregoing.

Notwithstanding the foregoing, a delay in or failure of performance under
Section 5.01(a) shall not constitute an Event of Default if such delay or
failure could not be prevented by the exercise of reasonable diligence by the
Bank and such delay or failure was caused by an Act of God or the public enemy,
acts of declared or undeclared war, public disorder, rebellion or sabotage,
epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or
similar causes. The preceding sentence shall not relieve the Bank from
discharging its obligations in a timely manner in accordance with the terms of
this Agreement and the Bank shall provide Credit with an Officer's Certificate
giving prompt notice of such failure or delay by it, together with a description
of its efforts so to perform its obligations.

Section 5.02 REMEDIES. If an Event of Default shall have occurred, Credit
may by notice given in writing to the Bank (a "Termination Notice") terminate
all of the rights and obligations of the Bank under this Agreement.

<PAGE>

Notwithstanding any termination of the rights and obligations of the Bank, the
Bank shall remain responsible for any acts or omissions to act by it prior to
such termination.

Section 5.03 SUCCESSOR SERVICER.

(a) After receipt by the Bank of a Termination Notice, and on the
date that a Successor Servicer shall have been appointed by Credit pursuant to
Section 5.01, all authority and power of the Bank under this Agreement shall
pass to and be vested in a Successor Servicer; and, without limitation, Credit
is hereby authorized and empowered (upon the failure of the Bank to cooperate)
to execute and deliver, on behalf of the Bank as attorney-in-fact or otherwise,
all documents and other instruments upon the failure of the Bank to execute or
deliver such documents or instruments, and to do and accomplish all other acts
or things necessary or appropriate to effect the purposes of such transfer or
servicing rights.

(b) Bank agrees to cooperate with Credit and such Successor Servicer
in effecting the termination of the responsibilities and rights of the Bank to
conduct servicing hereunder, including, without limitation, the transfer to such
Successor Servicer of all authority of the Bank to service the Receivables
provided for under this Agreement, including, without limitation, all authority
over all Collections which shall on the date of transfer be held by the Bank for
deposit, or which shall thereafter be received with respect to the Receivables.

(c) The Bank shall promptly arrange with a third-party processor to
transfer its Master File relating to the Accounts and the Receivables therein to
the Successor Servicer in such electronic form as the Successor Servicer may
reasonably request and shall promptly transfer to the Successor Servicer all
other records, correspondence and documents necessary for the continued
servicing of the Accounts and the Receivables in the manner and at such times as
the Successor Servicer shall reasonably request. To the extent that compliance
with this Section shall require the Bank to disclose to the Successor Servicer
information of any kind which the Bank reasonably deems to be confidential, the
Successor Servicer shall be required to enter into such customary licensing and
confidentiality agreements as the Bank shall deem necessary to protect its
interest.

Section 5.04 APPOINTMENT OF SUCCESSOR. On and after the receipt by the
Bank of a Termination Notice pursuant to Section 5.02, the Bank shall continue
to perform all servicing functions under this Agreement until the date specified
in the Termination Notice or otherwise specified by Credit in writing or, if no
such date is specified in the Termination Notice, or otherwise specified by
Credit, until a date mutually agreed upon by the Bank and Credit. Credit shall
as promptly as possible after the giving of a Termination Notice appoint a
successor to the Bank (the "Successor Servicer") and such Successor Servicer
shall accept its appointment by a written assumption in a form acceptable to
Credit. Credit may obtain bids from any potential successor servicer. If
Credit is unable to obtain any bids from any potential successor servicer and
the Bank delivers an Officer's Certificate to the effect that

<PAGE>

it cannot in good faith cure the Event of Default which gave rise to a transfer
of servicing, then Credit shall offer the Bank the right to reacquire the
Receivables.

ARTICLE VI
OTHER MATTERS RELATING TO THE BANK

Section 6.01 LIMITATION ON LIABILITY OF THE BANK AND OTHERS. No recourse
under or upon any obligation or covenant of this Agreement, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
shareholder, officer or director, as such, past, present or future, of the Bank
or of any successor corporation, either directly or through the Bank, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Agreement and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by the shareholder, officers or directors, as such of the Bank or of
any successor corporation, or any of them, or under or by reason of the
obligations, covenants or agreements contained in this Agreement or implied
therefrom; and that any and all such personal liability, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, shareholder, officer or director, as
such, under or by reason of the obligations or covenants contained in this
Agreement or implied therefrom, are hereby expressly waived and released as a
condition of, and as consideration for, the execution of this Agreement. The
Bank and any director or officer or employee or agent of the Bank may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Bank
shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties to service the Receivables in
accordance with this Agreement which in its reasonable opinion may involve it in
any expense or liability.

Section 6.02 BANK RESIGNATION. The Bank shall not resign from the
obligations and duties hereby imposed on it except upon determination that
(i) the performance of its duties hereunder is no longer permissible under
applicable law, and (ii) there is no reasonable action which the Bank could take
to make the performance of its duties hereunder permissible under applicable
law. Any such determination permitting the resignation of the Bank shall be
evidenced as to clause (i) above by an opinion of counsel to such effect
delivered to Credit. No such resignation shall become effective until a
Successor Servicer shall have assumed the responsibilities and obligations of
the Bank in accordance with Sections 5.03 and 5.04 hereof.

Section 6.03 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE
RECEIVABLES. The Bank shall provide Credit and its representatives access to
the documentation regarding the Accounts and the Receivables in such cases where
(1) Credit is required by applicable statutes or regulations, or (2) any Person
is permitted pursuant to a separate written agreement with the Bank, to review
such documentation, such access being afforded without

<PAGE>

charge but only (i) upon reasonable request, (ii) during normal business hours,
(iii) subject to the Bank's normal security and confidentiality procedures, and
(iv) at offices designated by the Bank. Nothing in this Section 6.03 shall
derogate from the obligation of Credit or the Bank to observe any applicable law
prohibiting disclosure of information regarding the Obligors and the failure of
the Bank to provide access as provided in this Section 6.03 as a result of such
obligation shall not constitute a breach of this Section 6.03.

Section 6.04 DELEGATION OF DUTIES. In the ordinary course of business,
the Bank may at any time delegate any of its duties hereunder to any Person who
agrees to conduct such duties in accordance with the Credit Card Guidelines.
Such delegation shall not relieve the Bank of its liabilities and
responsibilities with respect to such duties, and shall not constitute a
resignation within the meaning of Section 6.02 hereof. The delegation by the
Bank of its duties to any other servicer shall not relieve the Bank of its
duties hereunder.

ARTICLE VII
MISCELLANEOUS

Section 7.01 NOTICES, ETC. Except where telephonic instructions or
notices are authorized herein to be given, all notices, demands, instructions
and other communications required or permitted to be given to or made upon any
party hereto shall be in writing and shall be personally delivered or sent by
United States mail, postage prepaid, or by telecopy facsimile, and shall be
deemed to be given for purposes of this Agreement on the day that such writing
is delivered or sent to the intended recipient thereof in accordance with the
provisions of this Section 7.01. Unless otherwise specified in a notice sent or
delivered in accordance with the foregoing provisions of this Section, notices,
demands, instructions and other communications in writing shall be given to or
made upon the respective parties hereto at their respective addresses (or to
their respective facsimile numbers) indicated below, and, in the case of
telephonic instructions or notices, by calling the telephone number or numbers
indicated for such party below:

If to the Bank: NORDSTROM NATIONAL CREDIT BANK
13531 E. Caley Avenue
Englewood, Colorado 80111
Attention: President
Telephone: 303-397-4700
Facsimile: 303-397-4775

If to Credit: NORDSTROM CREDIT, INC.
13531 E. Caley Avenue
Englewood, Colorado 80111
Attention: President
Telephone: 303-397-4700
Facsimile: 303-397-4775

<PAGE>

Section 7.02 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
Credit successors and assigns and shall inure to the benefit of Credit and its
successors and assigns.

Section 7.03 SEVERABILITY CLAUSE. Any provisions of this Agreement which
are prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

Section 7.04 AMENDMENTS; GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereunder (i) may not be changed orally but only by
an instrument in writing signed by the party against which enforcement is
sought, and (ii) shall be construed in accordance with and governed by the laws
of the State of Colorado.

Section 7.05 COUNTERPARTS. This Agreement may be executed in any number
of copies, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.

Section 7.06 HEADINGS. Section headings used in this Agreement are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement.

IN WITNESS WHEREOF, the Bank and Credit have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of May 1,
1994.

NORDSTROM NATIONAL CREDIT BANK

By /s/ John A. Goesling
--------------------------------------
John A. Goesling, Chairman

By /s/ John Walgamott
--------------------------------------
John Walgamott, President

NORDSTROM CREDIT, INC.

By /s/ John Walgamott
--------------------------------------
John Walgamott, President

<PAGE>

EXHIBIT A

NNCB and NORDSTROM CREDIT, INC.
VISA
MONTHLY SETTLEMENT STATEMENT

DATE: ______________

AMOUNT TO SETTLE BETWEEN NORDSTROM NATIONAL CREDIT
BANK, INC. ("BANK") AND NORDSTROM CREDIT, INC. ("CREDIT")

For the Month of: _____________________

DUE CREDIT DUE BANK
---------- ----------
NSF Checks $0.00
---------
Credit Balance Refunds $0.00
---------
Lockbox Adjustments $0.00 $0.00
--------- ---------
Account Transfers $0.00 $0.00
--------- ---------
Nord/Visa Transfers $0.00
---------
Chargebacks $0.00
---------
Purchase Incentive $0.00
---------
Auto Balance Adjustment $0.00 $0.00
--------- ---------
Annual Fee Income $0.00
---------
Late Fee Income $0.00
---------
Cash Advance Fee Income $0.00
---------
Retrieval/Mics. Fee Income $0.00
---------
Goodwill & Misc. Write-Off $0.00
---------
Other $0.00 $0.00
--------- ---------
SUBTOTAL $0.00 $0.00
--------- ---------
NET TRANSFER
--------- ---------
--------- ---------

Prepared by: ________________________

Approved by: ________________________

<PAGE>

EXHIBIT B

NNCB and NORDSTROM CREDIT, INC.
VISA
DAILY ACCOUNTS RECEIVABLE SETTLEMENT

DATE: ______________

AMOUNT TO SETTLE BETWEEN NORDSTROM NATIONAL CREDIT
BANK, INC. ("BANK") AND NORDSTROM CREDIT, INC. ("CREDIT")

NORDSTROM DAY OF: January 00, 1900
------------------

VISA PROCESSING DATE: January 00, 1900
------------------

DUE CREDIT DUE BANK
---------- ----------
Bank Credit Card Sales Slips less
Credit Slips less Allowance for
Write-Off - Nordstrom $0.00
---------
Bank Credit Card Sales Slips less
Credit Slips - Visa $0.00
---------
Store Payments on Account - Nordstrom $0.00
---------
Lockbox Payments - Nordstrom $0.00
---------
Lockbox Payments - Visa $0.00
---------
Bank Servicing Fees - Nordstrom $0.00
---------
Bank Servicing Fees - Visa $0.00
---------
Other $0.00 $0.00
--------- ---------
SUBTOTAL $0.00 $0.00
--------- ---------
NET TRANSFER
--------- ---------
--------- ---------

Prepared by: _________________________

Approved by: _________________________

<PAGE>

EXHIBIT 12.1

NORDSTROM, INC. AND SUBSIDIARIES
EARNINGS TO FIXED CHARGES
($ IN THOUSANDS)

Six Months
Ended
Year Ended January 31, July 31,
------------------------------------------------- -------------------
1990 1991 1992 1993 1994 1993 1994
--------- --------- --------- --------- --------- --------- ---------

EARNINGS PER
FINANCIAL STATEMENTS: . . . . . $114,909 $115,816 $135,815 $136,619 $140,418 $ 53,946 $ 94,996
Add (Deduct):
Provision for Income
Taxes. . . . . . . . . . . . 64,500 62,500 81,400 85,500 90,500 34,600 62,000
Fixed Charges . . . . . . . . 66,962 73,088 70,981 64,389 58,118 29,148 28,418
Capitalized Interest. . . . (5,256) (6,734) (5,708) (2,292) (1,510) (361) (2,829)
------ ------ ------ ------ ------ ------ ------

Earnings for Computation . . . $241,115 $244,670 $282,488 $284,216 $287,526 $117,333 $182,585
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------

FIXED CHARGES:
Interest Expense:
Debt and Capitalized
Leases . . . . . . . . . . . $ 56,074 $ 60,412 $ 56,494 $ 48,263 $ 40,780 $ 20,727 $ 19,296
Equipment Leases
Component. . . . . . . . . . 2,824 3,562 3,894 4,125 4,043 2,002 2,031
Operating Leases
Component. . . . . . . . . . 8,064 9,114 10,593 12,001 13,295 6,419 7,091
------- ------- ------- ------- ------- ------- -------

Total Fixed Charges. . . . . . $ 66,962 $ 73,088 $ 70,981 $ 64,389 $ 58,118 $ 29,148 $ 28,418
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------

Ratio of Earnings to Fixed
Charges . . . . . . . . . . . . 3.60 3.35 3.98 4.41 4.95 4.03 6.42
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------

</TABLE>

<PAGE>

EXHIBIT 12.2

NORDSTROM CREDIT, INC.
EARNINGS TO FIXED CHARGES
($ IN THOUSANDS)

Six Months
Ended
Year Ended January 31, July 31,
------------------------------------------------ ------------------
1990 1991 1992 1993 1994 1993 1994
-------- -------- -------- -------- -------- -------- --------

<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS PER
FINANCIAL STATEMENTS: $ 8,136 $ 10,189 $ 14,823 $ 18,921 $ 20,672 $ 9,906 $ 10,611
Add:
Provision for Income
Taxes.................. 5,100 6,200 9,200 10,400 11,700 5,570 6,000
Fixed Charges........... 33,884 36,816 35,037 33,841 29,600 14,781 13,999
------- ------- ------- ------- ------- ------- -------

Earnings for Computation. $ 47,120 $ 53,205 $ 59,060 $ 63,162 $ 61,972 $ 30,257 $ 30,610
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------

FIXED CHARGES:
Interest Expense on Debt. $ 33,884 $ 36,816 $ 35,037 $ 33,841 $ 29,600 $ 14,781 $ 13,999
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------

Ratio of Earnings to Fixed
Charges................... 1.39 1.45 1.69 1.87 2.09 2.05 2.19
------- ------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- ------- -------

</TABLE>

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Nordstrom Credit, Inc. on Form S-3 of the report of Deloitte & Touche dated
March 11, 1994, appearing in the Annual Report on Form 10-K of Nordstrom
Credit, Inc. for the year ended January 31, 1994, and to the Reference to
Deloitte & Touche LLP under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.

/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Seattle, Washington

October 6, 1994