Prepared by MERRILL CORPORATION




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Exhibit 4.2  


 
  NIKE, INC. OFFICERS' CERTIFICATE PURSUANT TO
  SECTIONS 2.2 AND 10.4 OF THE INDENTURE    
  



    Each of Donald W. Blair and Marcia A. Stilwell does hereby certify that they are the Vice President and Chief Financial Officer, and Treasurer, respectively,
of NIKE, Inc., an Oregon corporation (the "Company") and further certify, pursuant to resolutions of the Board of Directors of the Company duly adopted on February 15, 2001 (the
"February Board Resolutions") and resolutions of the Board of Directors of the Company duly adopted by written consent on January 25, 1999 (the "Written Consent Resolutions") (collectively, the
"Resolutions"), pursuant to Sections 2.2 and 10.4 of the Indenture (the "Indenture") dated as of December 13, 1996 between the Company and Bank One Trust Company, National Association
(successor in interest to The First National Bank of Chicago), as trustee (the "Trustee"), as follows: 



    (a) Attached
hereto as Annex A is a true and correct copy of a specimen Note (the "Form of Note") representing the
Company's 5.50% Notes Due August 15, 2006 (the "Notes"), which Notes constitute a separate series of Securities under the Indenture. 


    (b) The
Form of Note sets forth certain of the terms required to be set forth in this certificate pursuant to Section 2.2 of the Indenture, and said terms are
incorporated herein by reference. The Notes were issued at the initial public offering price of 99.716%. 


    (c) The
Company is issuing initially $250,000,000 aggregate principal amount of the Notes. The Notes may be reopened by the Company for the issuance of additional
Notes, so long as such additional Notes have the same form and terms (other than the date of issuance and the date from which interest thereon shall begin to accrue), and carry the same right to
receive accrued and unpaid interest, as the Notes theretofore issued; provided that, notwithstanding the foregoing, such series may not be reopened if the Company has effected satisfaction and
discharge, defeasance or covenant defeasance with respect to the Notes of such series pursuant to the applicable provisions of Article VIII of the Indenture. 


    (d) Section 5.1
of the Indenture is hereby replaced in its entirety with the following: 


    "When Company May Merge, Etc.


    The
Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person (a "successor person")
unless: 



    (i)  the
surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing under the laws of any U.S. domestic
jurisdiction and expressly assumes the Company's obligations on such series of securities and under the Indenture; and 


    (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. 




    The
foregoing will not prohibit a merger of any of the Company's Subsidiaries with or into the Company or a merger effected solely for the purpose of reincorporating the Company in
another jurisdiction. 


    The
Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that
the proposed transaction and such supplemental indenture comply with the Indenture." 


    (e) Each
of the undersigned is authorized to approve the terms and conditions of the Notes pursuant to the Resolutions. 


    (f)  Attached
hereto as Annex B are true and correct copies of the February Board Resolutions and the Written Consent
Resolutions. 






 


    (g) The Notes shall be issued as a Global Security (subject to exchange for definitive certificated Notes under the circumstances provided in the Indenture) and The
Depository Trust Company shall be Depository for the Notes. 


    (h) Attached
hereto as Annex C are true copies of the letters addressed to the Trustee entitling the Trustee to rely on
the Opinions of Counsel attached thereto, which Opinions relate to the Notes and comply with Section 10.4(b) of the Indenture. 


    (i)  Each
of the undersigned has reviewed the provisions of the Indenture, including the covenants and conditions precedent pertaining to the issuance of the Notes. 


    (j)  In
connection with this certificate each of the undersigned has examined documents, corporate records and certificates and has spoken with other officers of the
Company. 



    (i)  Each
of the undersigned has made such examination and investigation as is necessary to enable him or her to express an informed opinion as to whether or not the
covenants and conditions precedent of the Indenture pertaining to the issuance of the Notes have been satisfied. 


    (j)  In
our opinion all of the covenants and conditions precedent provided for in the Indenture for the issuance of the Notes have been satisfied. 




    Capitalized
terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture or the Notes, as the case may be. 


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    IN WITNESS WHEREOF, each of the undersigned officers has executed this certificate this 17th day of August, 2001. 



	

 	
 	

By:	

/s/ DONALD W. BLAIR   
 Donald W. Blair
 Vice President and Chief Financial Officer
	

 	
 	

 	

 
	 	 	By:	/s/ MARCIA A. STILWELL   
 Marcia A. Stilwell
 Treasurer




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NIKE, INC. OFFICERS' CERTIFICATE PURSUANT TO SECTIONS 2.2 AND 10.4 OF THE INDENTURE