An S-3 Prospectus filed by Nike Inc. in November, 1996. This is an example of a file accessed using the SEC's Edgar Database of Corporate Information. Much of the formating is lost, which makes reading table difficult, but formating problems are a small price to pay for the ease and speed of access!

ACCESSION NUMBER: 0000320187-96-000019

CONFORMED SUBMISSION TYPE: S-3

PUBLIC DOCUMENT COUNT: 1

FILED AS OF DATE: 19961112

SROS: NYSE

SROS: PSE

FILER:

COMPANY DATA:

COMPANY CONFORMED NAME: NIKE INC

CENTRAL INDEX KEY: 0000320187

STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021]

IRS NUMBER: 930584541

STATE OF INCORPORATION: OR

FISCAL YEAR END: 0531

FILING VALUES:

FORM TYPE: S-3

SEC ACT: 1933 Act

SEC FILE NUMBER: 333-15953

FILM NUMBER: 96659730

BUSINESS ADDRESS:

STREET 1: ONE BOWERMAN DR

CITY: BEAVERTON

STATE: OR

ZIP: 97005-6453

BUSINESS PHONE: 5036416453

</SEC-HEADER>

<TYPE>S-3

<SEQUENCE>1

<TEXT>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

NIKE, INC.

(Exact name of Registrant as specified in its charter)

Oregon 1-10635 93-0584541

(State or other jurisdiction of (Commission (I.R.S. Employer

incorporation or organization) File No.) Identification

No.)

One Bowerman Drive

Beaverton, Oregon 97005-6453

(503) 671-6453

(Address, including zip code, and telephone number, including

area code, of Registrant's principal executive offices)

Robert S. Falcone

Vice President and Chief Financial Officer

One Bowerman Drive

Beaverton, Oregon 97005-6453

(503) 671-6453

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Tracy K. Edmonson

Gregory K. Miller

Latham & Watkins

505 Montgomery Street

San Francisco, California 94111

Telephone: (415) 391-0600

Fax: (415) 395-8095

Approximate date of commencement of the proposed sale to the public:

From time to time after this Registration Statement becomes effective.

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

___

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act of 1933, please check the

following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering. ___

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act of 1933, check the following box and list the

Securities Act registration statement number of the earlier effective

registration statement for the same offering. ___

If delivery of the prospectus is expected to be made pursuant to Rule

434, please check the following box. ___

CALCULATION OF REGISTRATION FEE

<TABLE>

Title of Securities Amount to Proposed Amount of

to be Registered be Proposed Maximum Maximum Registration

Registered Offering price Aggregate Fee

per Unit 1) Offering Price

Debt Securities $500,000,000 (2) 100% $500,000,000 $151,515.15

</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee

pursuant to Rule 457 under the Securities Act of 1933.

(2) Or, if any Debt Securities are issued at a discount or with a principal

amount denominated in a foreign currency or currency unit, such principal

amount as shall result in an aggregate offering price equal to $500,000,000.

__________________________

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 Securities and Exchange Commission,

acting pursuant to said Section 8(a), may determine.

</PAGE>

<PAGE>

___________________________

Information contained herein is subject to completion or amendment. A

registration statement relating to these securities has been filed with

the Securities and Exchange Commission. These securities may not be sold

nor may offers to buy be accepted prior to the time the registration state-

ment becomes effective. This prospectus shall not constitute an offer to sell

or the solicitation of an offer to buy, nor shall there be any sale of these

securities in any State in which such offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of

any such State.

_____________________________

SUBJECT TO COMPLETION, DATED NOVEMBER 12, 1996

$500,000,000

[LOGO]

NIKE, Inc.

Debt Securities

__________________

NIKE, Inc. ("NIKE" or the "Company") may offer from time to time its

debt securities in one or more series (the "Debt Securities") at an

aggregate initial offering price not to exceed $500,000,000 or its

equivalent in another currency or composite currency. Unless otherwise

specified in one or more supplements (a "Prospectus Supplement") to this

Prospectus, the Debt Securities will be direct, unsecured obligations of

NIKE and will rank equally with all other unsecured, unsubordinated

indebtedness of NIKE.

The Debt Securities will be offered to the public on terms determined

by market conditions at the time of sale. The Debt Securities may be

offered to the public as separate series and may be offered in amounts,

at prices and on terms to be determined at the time of sale and to be set

forth in one or more Prospectus Supplements. The specific terms of the Debt

Securities in respect of which this Prospectus is being delivered, including,

where applicable, aggregate principal amount, maturity (which may be fixed or

extendible), interest rate or rates (which may be fixed or variable), if any,

the time of payment of interest, if any, authorized denominations (which may

be in United States dollars, in any other currency or in a composite

currency), initial public offering price, purchase price, any terms for a

sinking fund or for redemption at the option of NIKE or the holder, any

listing on a securities exchange and other terms with respect to such Debt

Securities, will be set forth in a Prospectus Supplement and/or a related

Pricing Supplement which will be delivered with this Prospectus. Debt

Securities may be issued as Discount Securities to be sold at a discount below

their principal amount and, if issued, certain terms thereof will be set forth

in the Prospectus Supplement related thereto. See "Description of Debt

Securities".

___________________________

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 OR ANY SUPPLEMENT

HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

_____________________________

The Debt Securities may be offered directly to purchasers or to or

through underwriters, dealers or agents. If an agent of NIKE or a broker-

dealer or underwriter is involved in the sale of the Debt Securities in

respect of which this Prospectus is being delivered, the names of such agent,

broker-dealer or underwriter and the agent's commission or broker-dealer's or

underwriter's discount will be set forth in the Prospectus Supplement. The

proceeds to NIKE will be the purchase price in the case of sale through an

agent or a broker-dealer and the public offering price in the case of sale

through an underwriter. Net proceeds to NIKE will be the purchase price less

commission in the case of an agent and the public offering price less discount

in the case of an underwriter, less, in each case, other issuance expenses.

See "Plan of Distribution".

_____________________________

The date of this Prospectus is , 1996.

<PAGE>

AVAILABLE INFORMATION

NIKE is subject to the informational requirements of the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance

therewith files 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 facilities maintained by the Commission at 450 Fifth Street, N.W.,

Room 1024, Washington, D.C., and at the Commission's regional offices at

Seven World Trade Center, Suite 1300, New York, New York and at Citicorp

Center, 500 West Madison Street, Suite 1400, Chicago, Illinois, and copies may

be obtained at prescribed rates from the Public Reference Section of the

Commission at its principal office at 450 Fifth Street, N.W., Room 1024,

Washington, D.C. 20549. Such reports, proxy statements and other information

may also be inspected and copied at the offices of the New York Stock

Exchange, 20 Broad Street, New York, New York and at the offices of the

Pacific Stock Exchange, 301 Pine Street, San Francisco, California. The

Commission also maintains a site on the World Wide Web at "http://www.sec.gov"

that contains reports, proxy and information statements and other information

regarding registrants that file electronically with the Commission.

NIKE has filed with the Commission a Registration Statement on Form

S-3 (the "Registration Statement") under the Securities Act of 1933 (the

"Securities Act"), with respect to the Debt Securities offered hereby. This

Prospectus, which constitutes part of the Registration Statement, omits certain

of the information contained in the Registration Statement and the exhibits and

schedules thereto on file with the Commission pursuant to the Securities Act

and the rules and regulations of the Commission thereunder. In addition,

certain documents filed by NIKE with the Commission have been incorporated by

reference in this Prospectus. See "Incorporation of Certain Documents by

Reference". The Registration Statement, including exhibits and schedules

thereto and such incorporated documents, may be inspected and copied at the

public reference facilities maintained by the Commission at its principal

office in Washington, D.C. or at its regional offices. Statements contained

in this Prospectus as to the contents of any contract or other document

referred to are not necessarily complete and in each instance reference

is made to the copy of such contract or other document filed as an exhibit

to the Registration Statement, each such statement being qualified in all

respects by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by NIKE with the Commission

pursuant to the Exchange Act and are hereby incorporated by reference in this

Prospectus:

a. NIKE's Annual Report on Form 10-K for the fiscal year ended May 31, 1996,

as amended by its Form 10-K/A dated August 29, 1996;

b. NIKE's Quarterly Report on Form 10-Q for the fiscal quarter ended August

31, 1996;

c. NIKE's Current Report on Form 8-K dated July 9, 1996; and

d. NIKE's Current Report on Form 8-K dated September 16, 1996.

Each document filed by NIKE pursuant to Sections 13(a), 13(c), 14

and 15(d) of the Exchange Act subsequent to the date of this Prospectus

and prior to the termination of the offering of all Debt Securities to which

this Prospectus relates shall be deemed to be incorporated by reference in

this Prospectus and to be part hereof from the date of filing such

documents.

Any statement contained herein or in a document incorporated or

deemed to be incorporated by reference herein shall be deemed to be modified

or superseded for purposes of this Prospectus to the extent that a statement

contained herein (or in the applicable Prospectus Supplement) or in any other

subsequently filed document which also is or is deemed to be incorporated by

reference herein modifies or supersedes such statement. Any such statement so

modified or superseded shall not be deemed, except as so modified or

superseded, to constitute a part of this Prospectus.

<PAGE>

Copies of all documents which are incorporated herein by reference (

not including the exhibits to such documents, unless such exhibits are

specifically incorporated by reference in such documents) will be provided

without charge to each person, including any beneficial owner, to whom this

Prospectus (or the applicable Prospectus Supplement) is delivered upon

written or oral request. Requests for such documents should be directed to

NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453, Attention:

Investor Relations (telephone: (503) 671-6453).

THE COMPANY

NIKE, Inc.'s principal business activity involves the design, development

and worldwide marketing of high quality footwear, apparel and accessory

products. NIKE sells its products to approximately 18,000 retail accounts

in the United States and through a mix of independent distributors, licensees

and subsidiaries in approximately 110 countries around the world. Virtually

all of NIKE's products are manufactured by independent contractors. Most

footwear products are produced outside the United States, while apparel

products are produced both in the United States and abroad.

NIKE, Inc., was incorporated in 1968 under the laws of the state of

Oregon. As used herein and in any Prospectus Supplement, the terms "NIKE"

and the "Company" refer to NIKE, Inc. and its predecessors, subsidiaries

and affiliates, unless the context indicates otherwise. NIKE's principal

executive offices are located at One Bowerman Drive, Beaverton, Oregon

97005-6453 and its telephone number is (503) 671-6453.

USE OF PROCEEDS

Except as may be set foth in the Prospectus Supplement, NIKE intends to

use the net proceeds from the sale of the Debt Securities for general corporate

purposes, including, without limitation, working capital, capital expenditures,

investments in subsidiaries and refinancing of debt.

<PAGE>

SELECTED FINANCIAL DATA

The selected consolidated financial data shown below for, and as of the

end of, each of the years in the five-year period ended May 31, 1996 have been

derived from NIKE's consolidated financial statements, which have been audited

by Price Waterhouse LLP, independent accountants, and which have been in-

corporated in this Prospectus by reference. The selected consolidated

financial data should be read in conjunction with NIKE's Consolidated

Financial Statements, incorporated herein by reference.

<TABLE>

Fiscal Year Ended May 31,

_______________________________________________________________

1992 1993 1994 1995 1996

(in thousands except per share data)

Statement of Income Data:

Revenues $3,405,211 $3,930,984 $3,789,668 $4,760,834 $6,470,625

Gross margin 1,316,122 1,543,991 1,488,245 1,895,554 2,563,879

Gross margin as a percentage

of Revenues 38.7% 39.3% 39.3% 39.8% 39.6%

Selling, general and

administrative expenses 761,498 922,261 974,099 1,209,760 1,588,612

Selling, general and

administrative expenses as a

percentage of Revenues 22.4% 23.5% 25.7% 25.4% 24.6%

Net income 329,218 365,016 298,794 399,664 553,190

Balance Sheet Data:

Cash and equivalents 260,050 291,284 518,816 216,071 262,117

Inventories 471,202 592,986 470,023 629,742 931,151

Working capital 964,291 1,165,204 1,208,444 938,393 1,259,881

Total assets 1,871,667 2,186,269 2,373,815 3,142,745 3,951,628

Short-term debt (1) 162,648 218,692 249,509 558,523 689,778

Long-term debt 69,476 15,033 12,364 10,565 9,584

Common shareholders' equity 1,328,488 1,642,819 1,740,949 1,964,689 2,431,400

Other Data:

Cash flow from operations 435,838 265,292 576,463 254,913 330,021

Ratio of earnings to fixed

charges (2) 14.27 16.80 18.44 17.67 16.53

Geographic Revenues:

United States $2,270,880 $2,528,848 $2,432,684 $2,997,864 $3,964,662

Europe 919,763 1,085,683 927,269 980,444 1,334,340

Asia/Pacific 75,732 178,196 283,421 515,652 735,094

Canada, Latin America and other 138,836 138,257 146,294 266,874 436,529

__________ __________ __________ __________ __________

Total Revenues $3,405,211 $3,930,984 $3,789,668 $4,760,834 $6,470,625

========== ========== ========== ========== ==========

__________________________________

</TABLE>

(1) Short-term debt consists of current portion of long-term debt,

notes payable and interest-bearing accounts payable.

(2) In accordance with the rules and regulations of the Commission, for

purposes of computing the ratios of earnings to fixed charges, earnings

represent income from operations before fixed charges and taxes, and

fixed charges represent interest on indebtedness, amortization of debt

discount and a share of rental expense which is deemed to be

representative of the interest factor.

<PAGE>

DESCRIPTION OF DEBT SECURITIES

The Debt Securities offered hereby are to be issued under an indenture

(the "Indenture") to be executed by NIKE and a trustee, as Trustee (the

"Trustee"). A copy of the form of Indenture has been filed as an exhibit to

the Registration Statement. Section references used in this Prospectus refer

to sections of the Indenture.

NIKE may offer under this Prospectus up to $500,000,000 aggregate

principal amount of Debt Securities, or if Debt Securities are issued

at a discount, or in a foreign currency or composite currency, such

principal amount as may be sold for an initial public offering price

of up to $500,000,000. Unless otherwise specified in the applicable

Prospectus Supplement, the Debt Securities will represent direct, unsecured

obligations of NIKE and will rank equally with all other unsecured and

unsubordinated indebtedness of NIKE.

The following statements relating to the Debt Securities and the

Indenture are summaries and do not purport to be complete. Such summaries

may make use of certain terms defined in the Indenture and are qualified in

their entirety by express reference to the Indenture. In addition, certain

defined terms are set forth below under "Certain Definitions".

General

The terms of each series of Debt Securities will be established

by or pursuant to a resolution of the Board of Directors of NIKE and set

forth or determined in the manner provided in an Officers' Certificate

or by a supplemental indenture. (Indenture 2.2) The particular terms

of each series of Debt Securities will be described in a Prospectus

Supplement relating to such series (including any Pricing Supplement thereto).

The Debt Securities that may be offered under the Indenture are not

limited in aggregate principal amount. The Debt Securities may be issued

in one or more series with the same or various maturities, at par, at a

premium, or at a discount. The Prospectus Supplement (including any Pricing

Supplement thereto) will set forth the initial offering price, the aggregate

principal amount and the following terms of the Debt Securities in respect of

which this Prospectus is delivered: (1) the title of such Debt Securities;

(2) the price or prices (expressed as a percentage of the aggregate principal

amount thereof) at which the Debt Securities will be issued; (3) any limit on

the aggregate principal amount of such Debt Securities; (4) the date or dates

on which principal on such Debt Securities will be payable; (5) the rate or

rates (which may be fixed or variable) per annum or, if applicable, the method

used to determine such rate or rates (including any commodity, commodity

index, stock exchange index or financial index) at which such Debt Securities

will bear interest, if any, the date or dates from which such interest, if

any, will accrue, the date or dates on which such interest, if any, will

commence and be payable and any regular record date for the interest payable

on any interest payment date; (6) the place or places where principal of,

premium, if any, and interest, if any, on such Debt Securities will be

payable; (7) the period or periods within which, the price or prices at which

and the terms and conditions upon which the Debt Securities may be redeemed;

(8) the obligation, if any, of NIKE to redeem or purchase the Debt Securities

pursuant to any sinking fund or analogous provisions or at the option of a

holder thereof; (9) the dates, if any, on which and the price or prices at

which the Debt Securities will be repurchased by NIKE at the option of the

Holders thereof and other detailed terms and provisions of such repurchase

obligations; (10) the denominations in which such Debt Securities may be

issuable, if other than denominations of $1,000 and any integral multiple

thereof; (11) whether the Debt Securities are to be issuable in the form of

Certificated Debt Securities (as defined below) or Global Debt Securities (as

defined below); (12) the portion of principal amount of such Debt Securities

that shall be payable upon declaration of acceleration of the maturity date

thereof, if other than the principal amount thereof; (13) the currency of

denomination of such Debt Securities; (14) the designation of the currency,

currencies or currency units in which payment of principal of, premium, if

any, and interest, if any, on such Debt Securities will be made; (15) if

payments of principal of, premium, if any, or interest, if any, on the Debt

Securities are to be made in one or more currencies or currency units other

<PAGE>

than that or those in which such Debt Securities are denominated, the manner

in which the exchange rate with respect to such payments will be determined;

(16) the manner in which the amounts of payment of principal of, premium, if

any, or interest, if any, on such Debt Securities will be determined, if such

amounts may be determined by reference to an index based on a currency or

currencies other than that in which the Debt Securities are denominated or

designated to be payable or by reference to a commodity, commodity index,

stock exchange index or financial index; (17) the provisions, if any, relating

to any security provided for such Debt Securities; (18) any addition to or

change in the Events of Default described herein or in the Indenture with

respect to such Debt Securities and any change in the acceleration provisions

described herein or in the Indenture with respect to such Debt Securities;

(19) any addition to or change in the covenants described herein or in the

Indenture with respect to such Debt Securities; (20) any other terms of such

Debt Securities, none of which will be inconsistent with the Indenture but

which may modify or delete any provision of the Indenture insofar as it

applies to such series; and (21) any depositaries, interest rate calculation

agents, exchange rate calculation agents or other agents with respect to the

Debt Securities other than those originally appointed. (Indenture Section

2.2)

Debt Securities may be issued that provide for an amount less than the

stated principal amount thereof to be due and payable upon declaration of

acceleration of the maturity thereof pursuant to the terms of the Indenture

("Discount Securities"). Federal income tax considerations and other special

considerations applicable to any such Discount Securities will be described in

the applicable Prospectus Supplement.

If the purchase price of any of the Debt Securities is denominated in a

foreign currency or currencies, or a foreign currency unit or units or if the

principal of and any premium and interest on any series of Debt Securities is

payable in a foreign currency or currencies or a foreign currency unit or

units, the restrictions, elections, general tax considerations, specific terms

and other information with respect to such issue of Debt Securities and such

foreign currency or currencies or foreign currency unit or units will be set

forth in the applicable Prospectus Supplement.

Payment of Interest and Exchange

Each Debt Security will be represented by either one or more global

securities (a "Global Debt Security") registered in the name of The

Depository Trust Company, as Depository (the "Depository") or a nominee of

the Depository (each such Debt Security represented by a Global Debt

Security being herein referred to as a "Book-Entry Debt Security"), or

a certificate issued in definitive registered form (a "Certificated Debt

Security"), as set forth in the applicable Prospectus Supplement. Except

as set forth under "Global Debt Securities and Book-Entry System" below,

Book-Entry Debt Securities will not be issuable in certificate form.

Certificated Debt Securities. Certificated Debt Securities may be

transferred or exchanged at the Trustee's office or paying agencies in

accordance with the terms of the Indenture. No service charge will be made

for any transfer or exchange of Certificated Debt Securities, but NIKE may

require payment of a sum sufficient to cover any tax or other governmental

charge payable in connection therewith.

The transfer of Certificated Debt Securities and the right to the

principal of, premium, if any, and interest, if any, on such Certificated

Debt Securities may be effected only by surrender of the old certificate

representing such Certificated Debt Securities and either reissuance by NIKE

or the Trustee of the old certificate to the new Holder or the issuance by

NIKE or the Trustee of a new certificate to the new Holder.

Global Debt Securities and Book-Entry System. Each Global Debt Security

representing Book-Entry Debt Securities will be deposited with, or on behalf

of, the Depository, and registered in the name of the Depository or a nominee

of the Depository. Except as set forth below, Book-Entry Debt Securities will

not be exchangeable for Certificated Debt Securities and will not otherwise be

issuable as Certificated Debt Securities.

<PAGE>

The procedures that the Depository has indicated it intends to follow

with respect to Book-Entry Debt Securities are set forth below.

Ownership of beneficial interests in Book-Entry Debt Securities will

be limited to persons that have accounts with the Depository for the related

Global Debt Security ("participants") or persons that may hold interests

through participants. Upon the issuance of a Global Debt Security, the

Depository will credit, on its book-entry registration and transfer system,

the participants' accounts with the respective principal amounts of the

Book-Entry Debt Securities represented by such Global Debt Security

beneficially owned by such participants. The accounts to be credited shall

be designated by any dealers, underwriters or agents participating in the

distribution of such Book-Entry Debt Securities. Ownership of Book-Entry Debt

Securities will be shown on, and the transfer of such ownership interests will

be effected only through, records maintained by the Depository for the related

Global Debt Security (with respect to interests of participants) and on the

records of participants (with respect to interests of persons holding through

participants). The laws of some states may require that certain purchasers of

securities take physical delivery of such securities in definitive form. Such

limits and such laws may impair the ability to own, transfer or pledge

beneficial interests in Book-Entry Debt Securities.

So long as the Depository for a Global Debt Security, or its nominee,

is the registered owner of such Global Debt Security, such Depository or

such nominee, as the case may be, will be considered the sole owner or holder

of the Book-Entry Debt Securities represented by such Global Debt Security for

all purposes under the Indenture. Except as set forth below, owners of Book-

Entry Debt Securities will not be entitled to have such securities registered

in their names, will not receive or be entitled to receive physical delivery

of a certificate in definitive form representing such securities and will not

be considered the owners or holders thereof under the Indenture. Accordingly,

each person owning Book-Entry Debt Securities must rely on the procedures of

the Depository for the related Global Debt Security and, if such person is not

a participant, on the procedures of the participant through which such person

owns its interest, to exercise any rights of a holder under the Indenture.

The Company understands, however, that under existing industry practice,

the Depository will authorize the persons on whose behalf it holds a Global

Debt Security to exercise certain rights of holders of Debt Securities, and

the Indenture provides that the Company, the Trustee and their respective

agents will treat as the holder of a Debt Security the persons specified in a

written statement of the Depository with respect to such Global Debt Security

for purposes of obtaining any consents or directions required to be given by

holders of the Debt Securities pursuant to the Indenture. (Indenture Section

2.14.6)

Payments of principal, premium, if any, and interest on Book-Entry

Debt Securities will be made to the Depository or its nominee, as the case

may be, as the registered holder of the related Global Debt Security.

(Indenture Section 2.14.5) None of NIKE, the Trustee or any other agent of

NIKE or agent of the Trustee will have any responsibility or liability

for any aspect of the records relating to or payments made on account of

beneficial ownership interests in such Global Debt Security or for

maintaining, supervising or reviewing any records relating to such beneficial

ownership interests.

NIKE expects that the Depository, upon receipt of any payment of

principal, premium, if any, or interest on a Global Debt Security, will

immediately credit participants' accounts with payments in amounts

proportionate to the respective amounts of Book-Entry Debt Securities held

by each such participant as shown on the records of such Depository. NIKE

also expects that payments by participants to owners of beneficial interests

in Book-Entry Debt Securities held through such participants will be governed

by standing customer instructions and customary practices, as is now the case

with the securities held for the accounts of customers in bearer form or

registered in "street name", and will be the responsibility of such

participants.

If the Depository is at any time unwilling or unable to continue as

Depository or ceases to be a clearing agency registered under the Exchange Act,

and a successor Depository registered as a clearing agency under the Exchange

Act is not appointed by NIKE within 90 days, NIKE will issue Certificated Debt

<PAGE>

Securities in exchange for each Global Debt Security. In addition,

NIKE may at any time and in its sole discretion determine not to have

any of the Book-Entry Debt Securities represented by one or more

Global Debt Securities and, in such event, will issue Certificated Debt

Securities issued in exchange for a Global Debt Security or Securities.

Global Debt Securities will also be exchangeable for Certificated Debt

Securities if an Event of Default with respect to the Book Entry Debt

Securities represented by such Global Debt Securities has occurred and is

continuing. Any Certificated Debt Securities issued in exchange for a Global

Debt Security will be registered in such name or names as the Depository

shall instruct the Trustee. It is expected that such instructions will be

based upon directions received by the Depository from participants with

respect to ownership of Book-Entry Debt Securities relating to such Global

Debt Security.

The foregoing information in this section concerning the Depository and

the Depository's Book-Entry System has been obtained from sources the Company

believes to be reliable, but the Company takes no responsibility for the

accuracy thereof.

No Protection In the Event of a Change of Control

Unless otherwise set forth in the Prospectus Supplement, the

Debt Securities will not contain any provisions which may afford holders

of the Debt Securities protection in the event of a change in control of

NIKE or in the event of a highly leveraged transaction (whether or not

such transaction results in a change in control of NIKE).

Covenants

Unless otherwise set forth in the Prospectus Supplement and in a

supplement or an amendment to the Indenture or an Officers' Certificate

delivered pursuant thereto, and except as set forth below, the Debt

Securities will not contain any restrictive covenants, including covenants

restricting NIKE or any of its subsidiaries from incurring, issuing, assuming

or guarantying any indebtedness secured by a lien upon any property or shares

of capital stock of NIKE or any subsidiary, or restricting NIKE or any

subsidiary from entering into any sale and leaseback transactions.

Consolidation, Merger and Sale of Assets

NIKE may not consolidate with or merge into, or convey, transfer or

lease all or substantially all of its properties and assets to, any Person

(a "successor Person"), and may not permit any Person to merge into, or

convey, transfer or lease its properties and assets substantially as an

entirety to, NIKE, unless (I) the successor Person (if any) is a corporation,

partnership, trust or other entity organized and validly existing under the

laws of any U.S. domestic jurisdiction and expressly assumes NIKE's

obligations on the Debt Securities and under the Indenture, (ii) immediately

after giving effect to the transaction, no Event of Default, and no event

which, after notice or lapse of time, or both, would become an Event of

Default, shall have occurred and be continuing under the Indenture and

(iii) certain other conditions are met. (Indenture Section 5.1)

<PAGE>

Events of Default

The following will be Events of Default under the Indenture with

respect to Debt Securities of any series: (a) default in the payment

of any interest upon any Debt Security of that series when it becomes

due and payable, and continuance of such default for a period of 30 days

(unless the entire amount of such payment is deposited by NIKE with the

Trustee or with a paying agent prior to the expiration of such period of 30

days); (b) default in the payment of principal of or premium, if any, on any

Debt Security of that series when due and payable; (c) default in the deposit

of any sinking fund payment, when and as due in respect of any Debt Security

of that series; (d) default in the performance or breach of any other covenant

or warranty of NIKE in the Indenture (other than a covenant or warranty that

has been included in the Indenture solely for the benefit of a series of Debt

Securities other than that series), which default continues uncured for a

period of 60 days after written notice to NIKE by the Trustee or to NIKE and

the Trustee by the holders of at least 25% in principal amount of the

outstanding Debt Securities of that series as provided in the Indenture;

(e) unless the terms of such series otherwise provide, an event of default

under any Debt of NIKE (including a default with respect to Debt Securities

of any series other than that series) or any Subsidiary, whether such Debt

now exists or shall hereafter be created, if (A) such default results from

the failure to pay any such Debt when it becomes due, (B) the principal

amount of such Debt, together with the principal amount of any other such

Debt in default for failure to pay principal at stated final maturity or

the maturity of which has been so accelerated, aggregates $100 million or

more at any one time outstanding and (C) such Debt is not discharged or

such acceleration is not rescinded or annulled within 10 days after written

notice as provided in the Indenture; (f) certain events of bankruptcy,

insolvency or reorganization; and (g) any other Event of Default provided

with respect to Debt Securities of that series that is described in the

Prospectus Supplement accompanying this Prospectus. No Event of Default

with respect to a particular series of Debt Securities (except as to the

certain events in bankruptcy, insolvency or reorganization) necessarily

constitutes an Event of Default with respect to any other series of Debt

Securities. (Indenture 6.1). The occurrence of an Event of Default may

constitute an event of default under NIKE's bank credit agreements in

existence from time to time and under certain guaranties by NIKE of any

subsidiary indebtedness. In addition, the occurrence of certain Events of

Default or an acceleration under the Indenture may constitute an event of

default under certain other indebtedness of NIKE outstanding from time to

time.

If an Event of Default with respect to Debt Securities of any series at

the time outstanding occurs and is continuing, then in every such case the

Trustee or the holders of not less than 25% in principal amount of the

outstanding Debt Securities of that series may, by a notice in writing to NIKE

(and to the Trustee if given by the holders), declare to be due and payable

immediately the principal (or, if the Debt Securities of that series are

Discount Securities, such portion of the principal amount as may be specified

in the terms of that series) and premium, if any, of all Debt Securities of

that series. In the case of an Event of Default resulting from certain events

of bankruptcy, insolvency or reorganization, the principal (or such specified

amount) and premium, if any, of all outstanding Debt Securities shall

ipso facto become and be immediately due and payable without any declaration

or other act on the part of the Trustee or any holder of outstanding Debt

Securities. 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

for payment of the money due has been obtained by the Trustee, the holders of

a majority in principal amount of the outstanding Debt Securities of that

series may, subject to NIKE having paid or deposited with the Trustee a sum

sufficient to pay overdue interest and principal which has become due other

than by acceleration and certain other conditions, rescind and annul such

acceleration if all Events of Default, other than the non-payment of

accelerated principal and premium, if any, with respect to Debt Securities

of that series, have been cured or waived as provided in the Indenture.

(Indenture Section 6.2) For information as to waiver of defaults see

the discussion set forth below under "Modification and Waiver". Reference

is made to the Prospectus Supplement relating to any series of Debt

Securities that are Discount Securities for the particular provisions

relating to acceleration of a portion of the principal amount of such

Discount Securities upon the occurrence of an Event of Default and the

continuation thereof.

The Indenture provides that the Trustee will be under no obligation

to exercise any of its rights or powers under the Indenture at the

request of any holder of outstanding Debt Securities, unless the

<PAGE>

Trustee receives indemnity satisfactory to it against any loss, liability

or expense. (Indenture Section 7.1(e)) Subject to certain rights of the

Trustee, the holders of a majority in principal amount of the outstanding

Debt Securities of any series shall 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. (Indenture Section 6.12)

No holder of any Debt Security of any series will have any right to

institute any proceeding, judicial or otherwise, with respect to the

Indenture or for the appointment of a receiver or trustee, or for any remedy

under the Indenture, unless such holder shall have previously given to the

Trustee written notice of a continuing Event of Default with respect to Debt

Securities of that series and unless also the holders of at least 25% in

principal amount of the outstanding Debt Securities of that series shall

have made written request, and offered reasonable indemnity, to the Trustee

to institute such proceeding as trustee, and the Trustee shall not have

received from the holders of a majority in principal amount of the

outstanding Debt Securities of that series a direction inconsistent with

such request and shall have failed to institute such proceeding within 60

days. (Indenture 6.7) Notwithstanding the foregoing, the holder of any

Debt Security will have an absolute and unconditional right to receive

payment of the principal of, premium, if any, and any interest on such Debt

Security on or after the due dates expressed in such Debt Security and to

institute suit for the enforcement of any such payment. (Indenture Section

6.8)

The Indenture requires NIKE, within 90 days after the end of each of

its fiscal years, to furnish to the Trustee a statement as to compliance

with the Indenture. (Indenture 4.3) The Indenture provides that the

Trustee may withhold notice to the holders of Debt Securities of any series

of any Default or Event or Default (except in payment on any Debt Securities

of such series) with respect to Debt Securities of such series if it in good

faith determines that withholding such notice is in the interest of the

holders of such Debt Securities. (Indenture Section 7.5)

Modification and Waiver

Modifications to, and amendments of, the Indenture may be made by NIKE

and the Trustee with the consent of the holders of at least a majority in

principal amount of the outstanding Debt Securities of each series affected

by such modifications or amendments; provided, however, that no such

modification or amendment may, without the consent of the holder of each

outstanding Debt Security affected thereby: (a) change the amount of Debt

Securities whose holders must consent to an amendment or waiver; (b) reduce

the rate of or extend the time for payment of interest (including default

interest) on any Debt Security; (c) reduce the principal or premium, if any,

or change the fixed maturity of any Debt Security or reduce the amount of, or

postpone the date fixed for, the payment of any sinking fund or analogous

obligation with respect to any series of Debt Securities; (d) reduce the

amount principal of Discount Securities payable upon acceleration of the

maturity thereof; (e) waive a default in the payment of the principal of,

premium, if any, or interest, if any, on any Debt Security (except a

rescission of acceleration of the Debt Securities of any series by the

holders of at least a majority in aggregate principal amount of the then

outstanding Debt Securities of such series and a waiver of the payment

default that resulted from such acceleration); (f) make the principal of

or premium, if any, or interest, if any, on any Debt Security payable in

currency other than that stated in the Debt Security; (g) make any change

to certain provisions of the Indenture relating to, among other things, the

right of holders of Debt Securities to receive payment of the principal,

premium, if any, and interest on such Debt Securities and to institute suit

for the enforcement of any such payment and to waivers or amendments; or (h)

waive a redemption payment with respect to any Debt Security or change any of

the provisions with respect to the redemption of any Debt Securities.

(Indenture Section 9.3)

The holders of at least a majority in principal amount of the outstanding

Debt Securities of any series may on behalf of the holders of all Debt

Securities of that series waive, insofar as that series is concerned,

compliance by NIKE with provisions of the Indenture other than certain

specified provisions. (Indenture 9.2) The holders of a majority in

principal amount of the outstanding Debt Securities of any series may

on behalf of the holders of all the Debt Securities of such

series waive any past default under

<PAGE>

the Indenture with respect to such series and its consequences, except a

default in the payment of the principal of, premium, if any, or any

interest on any Debt Security of that series or in respect of a provision

which under the Indenture cannot be modified or amended without the consent

of the holder of each outstanding Debt Security of that series affected.

(Indenture Section 6.13)

Defeasance of Debt Securities and Certain Covenants in Certain Circumstances

Legal Defeasance. The Indenture provides that NIKE may be discharged

from any and all obligations in respect of the Debt Securities of any series

(except for certain obligations to register the transfer or exchange of Debt

Securities of such series, to replace stolen, lost or mutilated Debt

Securities of such series, and to maintain paying agencies and certain

provisions relating to the treatment of funds held by paying agents) upon the

deposit with the Trustee, in trust, of money and/or U.S. Government

Obligations or, in the case of Debt Securities denominated in a single

currency other than U.S. Dollars, Foreign Government Obligations, that,

through the payment of interest and principal in respect thereof in accordance

with their terms, will provide money in an amount sufficient in the opinion of

a nationally recognized firm of independent public accountants to pay and

discharge each installment of principal (and premium, if any) and interest, if

any, on and any mandatory sinking fund payments in respect of the Debt

Securities of such series on the stated maturity of such payments in

accordance with the terms of the Indenture and such Debt Securities. Such

discharge may occur only if, among other things, NIKE has received from, or

there has been published by, the United States Internal Revenue Service a

ruling, or, since the date of execution of the Indenture, there has been a

change in the applicable United States federal income tax law, in either case

to the effect that holders of the Debt Securities of such series will not

recognize income, gain or loss for United States federal income tax purposes

as a result of such deposit, defeasance and discharge and will be subject to

United States federal income tax on the same amount and in the same manner and

at the same times as would have been the case if such deposit, defeasance and

discharge had not occurred. (Indenture Section 8.3)

Defeasance of Certain Covenants. The Indenture provides that unless

otherwise provided by the terms of the applicable series of Debt Securities,

upon compliance with certain conditions, (i) NIKE may omit to comply with

the restrictive covenants contained in Sections 4.2 (except as to corporate

existence), 4.3 through 4.6 and Section 5.1 of the Indenture, as well as

any additional covenants contained in a supplement or an amendment to the

Indenture or an Officers' Certificate delivered pursuant thereto; and

(ii) Events of Default under Section 6.1(e) shall be inapplicable to such

series. The conditions include: the deposit with the Trustee of money and/or

U.S. Government Obligations or, in the case of Debt Securities denominated in

a single currency other than U.S. Dollars, Foreign Government Obligations,

that, through the payment of interest and principal in respect thereof in

accordance with their terms, will provide money in an amount sufficient in

the opinion of a nationally recognized firm of independent public accountants

to pay principal, premium, if any, and interest, if any, on and any mandatory

sinking fund payments in respect of the Debt Securities of such series on the

stated maturity of such payments in accordance with the terms of the Indenture

and such Debt Securities; and the delivery to the Trustee of an opinion of

counsel to the effect that the holders of the Debt Securities of such series

will not recognize income, gain or loss for United States federal income tax

purposes as a result of such deposit and related covenant defeasance and will

be subject to United States federal income tax in the same amount and in the

same manner and at the same times as would have been the case if such deposit

and related covenant defeasance had not occurred. (Indenture Section 8.4)

Defeasance and Events of Default. In the event NIKE exercises its option

to omit compliance with certain covenants of the Indenture with respect to any

series of Debt Securities and the Debt Securities of such series are declared

due and payable because of the occurrence of any Event of Default, the amount

of money and/or U.S. Government Obligations or Foreign Government Obligations

on deposit with the Trustee will be sufficient to pay amounts due on the Debt

Securities of such series at the time of their stated maturity but may not be

sufficient to pay amounts due on the Debt Securities of such series at the

time of the acceleration resulting from such Event of Default. However, NIKE

shall remain liable for such payments.

<PAGE>

"Foreign Government Obligations" means, with respect to Debt Securities

of any series that are denominated in a currency other than U.S. Dollars, (i)

direct obligations of the government that issued or caused to be issued such

currency for the payment of which obligations its full faith and credit is

pledged or (ii) obligations of a Person controlled or supervised by or acting

as an agency or instrumentality of such government the timely payment of which

is unconditionally guaranteed as a full faith and credit obligation by such

government, which, in either case under clauses (i) or (ii), are not callable

or redeemable at the option of the issuer thereof.

Governing Law

The Indenture and the Debt Securities will be governed by, and construed

in accordance with, the internal laws of the State of New York. (Indenture

Section 10.10)

<PAGE>

PLAN OF DISTRIBUTION

NIKE may sell Debt Securities to or through underwriters and also may

sell Debt Securities directly to other purchasers or through 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 NIKE 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 under

the Securities Act, and any discounts or commissions received by them from NIKE

and any profit on the resale of Debt Securities by them may be deemed to be

underwriting discounts and commissions under the Securities Act. Any such

underwriter or agent will be identified, and any compensation received from

NIKE will be described, in the Prospectus Supplement.

NIKE may enter into agreements under which underwriters and agents who

participate in the distribution of Debt Securities may be entitled to

indemnification by NIKE against certain liabilities, including liabilities

under the Securities Act.

LEGAL MATTERS

The validity of the Debt Securities will be passed upon for NIKE by Latham

& Watkins, San Francisco, California and by Paul J. Kelly, Jr., Esq., General

Counsel of NIKE.

EXPERTS

The consolidated financial statements incorporated in this Prospectus by

reference to the Company's Current Report on Form 8-K dated September 16, 1996

have been so incorporated in reliance upon the report of Price Waterhouse LLP,

independent accountants, given on the authority of said firm as experts in

auditing and accounting.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained or incorporated by reference in this Pro-

spectus or any Prospectus Supplement, including, without limitation, statements

containing the words "believes", "anticipates", "expects" and words of similar

import, constitute "forward-looking statements" within the meaning of the

Private Securities Litigation Reform Act of 1995. Such forward-looking

statements involve known and unknown risks, uncertainties and other factors

that may cause the actual results, performance or achievements of NIKE, or

industry results, to be materially different from any future results,

performance or achievements expressed or implied by such forward- looking

statements. Such factors include, among others, the following: international

national and local general economic and market conditions; demographic changes;

the size and growth of the overall athletic market or the footwear or apparel

segments thereof; the ability of NIKE to sustain, manage or forecast its

growth; the size, timing and mix of purchases of NIKE's products; new product

development and introduction; changes in consumer preferences; existing

government regulations and changes in, or the failure to comply with,

government regulations; adverse publicity; dependence on distributors;

liability and other claims asserted against NIKE; competition; the loss of

significant customers or

<PAGE>

suppliers; fluctuations and difficulty

in forecasting operating results, including, without limitation, the fact that

futures orders may not be indicative of future revenues; changes in business

strategy or development plans; business disruptions; general risks associated

with doing business outside of the United States, including, without

limitation, import duties, tariffs, quotas and political instability; the

ability to attract and retain qualified personnel; the ability to protect

trademarks, patents and other intellectual property; the use of proceeds from

the offering; and other factors referenced or incorporated by reference in this

Prospectus or any Prospectus Supplement. Given such uncertainties, prospective

investors are cautioned not to place undue reliance on such forward-looking

statements. NIKE disclaims any obligation to update any such factors or to

publicly announce the results of any revisions to any of the forward-looking

statements contained or incorporated by reference herein to reflect future

events or developments.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Capitalized terms used but not defined in Part II have the meanings

ascribed to them in the Prospectus contained in this Registration Statement.

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth an estimate of expenses to be incurred by

the Company in connection with the issuance and distribution of the securities

offered hereby.

Securities and Exchange Commission registration fee............ $151,515

Blue Sky fees and expenses.................................... *

Legal fees and disbursements.................. ............... *

Rating agency fees............................................ *

Printing and engraving expenses............................... *

Accounting fees and expenses.................................. *

Trustee's fees................................................ *

Miscellaneous................................................. *

_________

TOTAL.........................................................$ *

=========

________________

*To be supplied by amendment.

Item 15. Indemnification of Directors and Officers.

The Oregon Business Corporation Act (the "OBCA") permits a corporation

to include in its articles of incorporation a provision indemnifying a

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

individual reasonably believed that the individual's conduct was in the best

interests of the corporation, or at least not opposed to its best interests;

and (c) in the case of any criminal proceeding, the individual had no

reasonable cause to believe the individual's conduct was unlawful. In

addition, the OBCA provides that, unless limited by its articles of

incorporation, a corporation shall indemnify a director who was wholly

successful, on the merits or otherwise, in the defense of any proceeding to

which the director was a party because of being a director of the corporation

against reasonable expenses incurred by the director in connection with the

proceedings. The Company's articles of incorporation do not limit such right

of indemnification. Section 60.411 of the OBCA also provides that a

corporation has the power to purchase and maintain insurance on behalf of an

individual against any liability asserted against or incurred by the

individual who is or was a director, officer, employee or agent of the

corporation or who, while a director, officer, employee or agent of the

corporation, is or was serving at the request of the corporation as a

director, officer, partner, trustee, employee or agent of another foreign or

domestic corporation, partnership, joint venture, trust, employee benefit plan

or other enterprise, even if the corporation had no power to indemnify the

individual against such liability under the provisions of Sections 60.391 or

60.394.

Article VIII of the Restated Articles of Incorporation of the Company

provides as follows:

A. The Corporation shall have the power to indemnify to the fullest

extent not prohibited by law any person who is made or threatened to

be made a party to, witness in, or otherwise involved in, any action,

suit or proceeding, whether civil, criminal, administrative,

investigative, legislative, formal or informal, internal or external

or otherwise (including an action, suit or proceeding by or in the

right of the Corporation) by reason of the fact that the person is

or was a director, officer, employee or agent of the Corporation or

a fiduciary within the meaning of the Employee Retirement Income

Security Act of 1974 with respect to any employee benefit plan of

II-1

<PAGE>

the Corporation, or serves or served at the request of the Corporation

as a director, officer, employee or agent or as a fiduciary of an

employee benefit plan, of another corporation, partnership, joint

venture, trust, or other enterprise. Any indemnification provided

pursuant to this Article VIII shall not be exclusive of any rights

to which the person indemnified may otherwise be entitled under any

articles of incorporation, bylaw, agreement, statute, policy of

insurance, vote of shareholders or Board of Directors, or

otherwise, which exists at or subsequent to the time such person

incurs or becomes subject to such liability and expense.

B. To the fullest extent not prohibited by law, no director of

the Corporation shall be personally liable to the Corporation or

its shareholders for monetary damages for conduct as a director.

No amendment or repeal of this Article VIII, nor the adoption of

any provision of these Restated Articles of Incorporation

inconsistent with this Article VIII, nor a change in the law,

shall adversely affect any right or protection that is based upon

this Paragraph B and pertains to conduct that occurred prior to

the time of such amendment, repeal, adoption or change. No

change in the law shall reduce or eliminate the rights and

protections set forth in this Paragraph B unless the change in

the law specifically requires such reduction or elimination. If

the Oregon Business Corporation Act is amended after this Article

VIII becomes effective to authorize corporate action further

eliminating or limiting the personal liability of directors of

the Corporation, then the liability of directors of the

Corporation shall be eliminated or limited to the fullest

extent not prohibited by the Oregon Business Corporation Act

as so amended.

Article 9 of the Company's Third Restated Bylaws (the "Company's Bylaws")

provides for indemnification of the Company's officers and directors to the

fullest extent permitted by law. However, the Company is not obligated to

make any indemnification in connection with (i) any claim made against any

director or officer for which payment is required to be made to or on behalf

of the director or officer under any insurance policy, except with respect to

any excess amount to which the director or officer is entitled beyond the

amount of payment under such insurance policy, or (ii) any proceeding

initiated by the director or officer, or any proceeding by the director or

officer against the Company or its directors, officers, employees or other

persons entitled to be indemnified by the Company, unless the Company is

expressly required by law to make the indemnification or certain other

requirements are met. Article 9, Section (k) of the Company's Bylaws provides

that the Company may purchase insurance on behalf of any person required or

permitted to be indemnified pursuant to Article 9 upon approval by the

Company's Board of Directors.

The Company has entered into indemnity agreements with all directors and

executive officers of the Company relating to their positions as such. The

agreements provide generally that the Company will indemnify the party thereto

for liability arising from third-party proceedings, for proceedings by or in

the right of the Company and otherwise to the fullest extent not prohibited by

law, subject to certain exclusions. The Company also maintains liability

insurance for directors and officers of the Company acting within their

capacities as such.

II-2

<PAGE>

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

Exhibit

Number Document Description

*4.01 Form of Indenture

*5.01 Opinion of Paul J. Kelly, Jr., Esq. as to validity of Debt Securities

*5.02 Opinion of Latham & Watkins as to validity of Debt Securities

12.01 Statement of Computation of Ratios of Earnings to Fixed Charges

23.01 Consent of Price Waterhouse LLP

*23.02 Consent of Paul J. Kelly, Jr., Esq. (contained in Exhibit 5.01)

*23.03 Consent of Latham & Watkins (contained in Exhibit 5.02)

24.01 Power of Attorney (contained in signature page hereto)

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales

are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section

10(a)(3) of the Securities Act of 1933 (the "Securities Act");

(ii) To reflect in the prospectus any facts or events

arising after the effective date of the registration statement (or the most

recent post-effective amendment thereof) which, individually or in the

aggregate. represent a fundamental change in the information set forth in

the registration statement; and

(iii) To include any material information with respect

to the plan of distribution not previously disclosed in the registration

statement or any material change to such information in the registration

statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply

if the registration statement is on Form S-3 or Form S-8, and the information

required to be included in a post-effective amendment by those paragraphs is

contained in periodic reports filed by the registrant pursuant to section 13 or

section 15(d) of the Securities Exchange Act of 1934 that are incorporated by

reference in the registration statement.

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

the Securities Act, each such post-effective amendment shall be deemed to be

a new registration statement relating to the securities offered therein, and

the offering of such securities at that time shall be deemed to be the initial

bona fide offering thereof.

(3) To remove from registration by means of a post-effective

amendment any of the securities being registered which remain unsold at the

termination of the offering.

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<PAGE>

(b) The undersigned registrant hereby undertakes that, for purposes

of determining any liability under the Securities Act, each filing of the

registrant's annual report pursuant to section 13(a) or section 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 herein, and the offering of such securities

at that time shall be deemed to be the initial bona fide offering thereof.

(1) For purposes of determining any liability under the

Securities Act, the information omitted from the form of prospectus

filed as part of this registration statement in reliance upon Rule 430A

and contained in a form of prospectus filed by the registrant pursuant to

Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed

to be part of this registration statement as of the time it was declared

effective.

(2) For the purpose of determining any liability under the

Securities Act, each post-effective amendment that contains a form of

prospectus 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.

(d) Insofar as indemnification for liabilities arising under the

Securities Act may be permitted to directors, officers and controlling

persons of the registrant pursuant to the foregoing provisions, or otherwise,

the undersigned registrant has been advised that in the opinion of the

Securities and Exchange Commission such indemnification is against public

policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other

than the payment by the registrant of expenses incurred or paid by a director,

officer or controlling person of the registrant in the successful defense of

any action, suit or proceeding) is asserted by such director, officer or

controlling person in connection with the securities being registered, the

registrant will, unless in the opinion of its counsel the matter has been

settled by controlling precedent, submit to a court of appropriate jurisdiction

the question whether such indemnification by it is against public policy as

expressed in the Securities Act and will be governed by the final adjudication

of such issue.

(e) The undersigned registrant hereby undertakes to file an

application for the purpose of determining the eligibility of the trustee

to act under subsection (a) of section 310 of the Trust Indenture Act (the

"TIA") in accordance with the rules and regulations prescribed by the

Commission under section 305(b)(2) of the TIA.

II-4

<PAGE>

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, the

registrant certifies that it has reasonable grounds to believe that it

meets all of 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 Beaverton, State of Oregon, on the

12th day of November 1996.

NIKE, Inc., an Oregon corporation, and each person whose signature appears

below, constitutes and appoints Philip H. Knight, Robert S. Falcone and Lindsay

D. Stewart, and each of them, with full power to act without the other, such

person's true and lawful attorneys-in-fact, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any and all

capacities, to sign this Registration Statement, and any and all amendments

thereto (including post-effective amendments), and to file the same, with

exhibits and schedules thereto, and other documents in connection therewith,

with the Securities and Exchange Commission, granting unto said attorneys-in-

fact, and each of them, full power and authority to do and perform each and

every act and thing necessary or desirable to be done in and about the

premises, as fully to all intents and purposes as he or she might or could do

in person, thereby ratifying and confirming all that said attorneys-in-fact, or

any of them, or their or his substitute or substitutes, may lawfully do or

cause to be done by virtue hereof.

NIKE, Inc.

By: /s/ Philip H. Knight

Philip H. Knight

Chairman of the Board and

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the registrant

has duly caused this Registration Statement to be signed on its behalf by the

following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Philip H. Knight Chairman of the Board and November 12, 1996

Philip H. Knight Chief Executive Officer

(Principal Executive Officer

/s/ Robert S. Falcone Chief Financial Officer November 12, 1996

Robert S. Falcone (Principal Financial and

Accounting Officer)

/s/ William J. Bowerman Director November 12, 1996

William J. Bowerman

II-5

<PAGE>

/s/ Thomas E. Clarke Director November 12, 1996

Thomas E. Clarke

/s/ Jill K. Conway Director November 12, 1996

Jill K. Conway

/s/ Ralph D. DeNunzio Director November 12, 1996

Ralph D. DeNunzio

/s/ Richard K. Donahue Director November 12, 1996

Richard K. Donahue

/s/ Delbert J. Hayes Director November 12, 1996

Delbert J. Hayes

/s/ Douglas G. Houser Director November 12, 1996

Douglas G. Houser

/s/ John E. Jaqua Director November 12, 1996

John E. Jaqua

/s/ Kenichi Ohmae Director November 12, 1996

Kenichi Ohmae

/s/ Charles W. Robinson Director November 12, 1996

Charles W. Robinson

/s/ A. Michael Spence Director November 12, 1996

A. Michael Spence

/s/ John R. Thompson, Jr. Director November 12, 1996

John R. Thompson, Jr.

II-6

<PAGE>

Exhibit 12.01

Statement of Computation of Ratios of Earnings to Fixed Charges

<TABLE>

Fiscal Year Ended May 31,

_______________________________________________________________

1992 1993 1994 1995 1996

(in thousands)

Net income $329,218 $365,016 $298,794 $399,664 $553,190

Income taxes 192,600 229,500 191,800 250,200 345,900

________ ________ ________ ________ ________

Income before income taxes 521,818 594,516 490,594 649,864 899,090

________ ________ ________ ________ ________

Add fixed charges:

Interest expense (A) 31,301 26,506 15,552 24,469 40,356

Interest component of leases (B) 7,978 11,065 12,559 14,502 17,494

_______ ________ ________ ________ ________

Total fixed charges 39,279 37,571 28,111 38,971 57,850

_______ ________ ________ ________ ________

Earnings before income taxes

and fixed charges (C) $560,461 $631,320 $518,435 $688,574 $956,082

======== ======== ======== ======== ========

Ratio of earnings to fixed charges 14.27 16.80 18.44 17.67 16.53

===== ===== ===== ===== =====

</TABLE>

(A) Interest expense includes both expensed and capitalized.

(B) Interest component of leases includes one-third of rental expense, which

approximates the interest component of operating leases.

interest.

<PAGE>

Exhibit 23.01

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Prospectus

constituting a part of this Registration Statement on Form S-3 of our report

dated July 3, 1996, except as to Note 16, which is as of September 24, 1996,

appearing in NIKE, Inc.'s Current Report of Form 8-K dated September 16, 1996.

We also consent to the reference to us under the heading "Experts" and

"Selected Financial Data" in the Prospectus. However, it should be noted that

Price Waterhouse LLP has not prepared or certified such "Selected Financial

Data".

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP

Portland, Oregon

November 12, 1996

<PAGE>

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