SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
                             FORM 10-K/A

                            AMENDMENT No. 2

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                THE SECURITIES EXCHANGE ACT OF 1934
            For the Fiscal Year Ended January 30, 1999
                    Commission File No. 0-1391
            ZIONS COOPERATIVE MERCANTILE INSTITUTION
       (Exact name of registrant as specified in charter)
          Utah                                     87-0196220
 (State or other jurisdiction of                      (I. R. S. Employer
  incorporation or organization)                   Identification Number)
 2200 South 900 West, Salt Lake City, Utah                     84137
 (Address of principal executive offices                  Zip Code)
 Registrant's telephone number, including area code   801-579-6179
  SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
                              None
  SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
         Capital Stock - $.001 par value; outstanding at
                April 28, 1999, 2,159,593 shares.
 Indicate by check mark whether the Registrant (1) has filed all reports
 required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
 of 1934 during the preceding 12 months (or for such shorter period that the
 Registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.   Yes X   No __
 Aggregate market value at April 28, 1999 of the voting stock held by
 non-affiliates of the Registrant was $31,584,047.

               DOCUMENTS INCORPORATED BY REFERENCE
 (1) The Registrant's 1998 Proxy Statement (Notice of Annual Meeting of
 Shareholders to be held May 26, 1999) pursuant to Regulation 14A (Parts I
 and III).


 ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION.
 Management's Discussion and Analysis of Operations
 Overview of 1998

 A myriad of unfortunate situations combined with construction on the most
 profitable unit in the company and continuing construction on the main
 interstate freeway in the company's major market area contributed a
 significant loss.   Slow sales in the spring forced higher markdowns and
 reduced gross margins during the summer.  This situation combined with
 unplanned slower sales in the construction-impacted Southtowne store
 resulted in higher markdowns and lower gross margin later in the fall.

 A planned remodeling effort was completed in the Layton Hills Mall store,
 which resulted in increased sales in that unit.  However, as a result of
 competition in the Utah County market, it was decided to immediately begin
 remodeling in the University Mall store.  This remodeling was undertaken in
 the fall of the year, a prime retailing season, in order to gain
 construction rebates from local government and the mall developer.   The
 remodeling had a substantial effect on sales in this most profitable unit
 in ZCMI, along with increasing interest expense to finance the construction.

 The continuing construction on the major interstate in the Salt Lake Valley
 became overwhelming during 1998.  The impact of the construction drove many
 customers to competing stores not located close to the interstate freeway.
 This construction is now at the halfway point and will be continuing for
 two more years.   The resulting slower sales contributed to the lower gross
 margin through exceptionally higher markdowns as has been noted above.

 As shown below, total sales decreased 4.3% for fiscal 1998, compared to a
 decrease of 0.9% for fiscal 1997, and a slight 1.9% increase in fiscal
 1996.

 The East Bay store, which had been converted to an outlet store in fiscal
 1992, was closed on May 1st, 1998.  Comparable store sales for locations
 open during all of fiscal 1998 had a decrease of 4.0%, compared to a
 decrease of 0.9% for fiscal 1997, and a 2.3% increase for fiscal 1996.
 <TABLE>
 Sales

 Fiscal Year                 1998           1997           1996
 <S>                     <C>            <C>            <C>
 Total sales             $238,143,100   $248,828,800   $251,180,200
 Comp. store sales        237,848,000    247,651,000    249,781,000
 Other Income               9,352,204      8,645,431      8,419,260
 Net Income (Loss)         (8,466,414)       209,410      1,837,625
 Total sales % incr. (decr.)  (4.3)           (0.9)          1.9
 Comp. store sales
 % incr. (decr.)              (4.0)           (0.9)          2.3
 Other Inc. % increase         8.2             2.7           6.1
 Earnings (Loss) per
 common share                ($3.93)          $0.09         $0.84
 </TABLE>
 Other income increased 8.2% for fiscal 1998 as compared to an increase of
 2.7% for fiscal 1997 and 6.1% for fiscal 1996.  Other income is primarily
 interest income from customer accounts and amortization of deferred gross
 profit from the sales of furniture, fixture, and equipment.  Interest
 income had been declining as a result of continuing consumer usage of third
 party credit, but this trend was reversed as ZCMI increased the interest rate
 on outstanding account balances to 21% from the previous 18% and began to
 charge late payment fees.  This change was effective in September 1997.  An
 analysis of the average percent of total credit balances paid and annual
 turnover of credit balances is shown below.

 Analysis of Credit Balances
 <TABLE>
 Fiscal Year:                                 1998      1997      1996
 <S>                                         <C>       <C>       <C>
 Average Monthly Collection Percent          22.27%    21.79%    21.97%
 Annual Turnover                              2.67      2.61      2.61
 </TABLE>
 The average monthly collection percent has increased to 22.27% in fiscal
 1998 as a result of customers paying balances more quickly to avoid
 interest charges.  The increase also reflects the utilization of low interest
 third party credit by consumers to pay off higher interest debt.

 Retailing Overview

 The retailing industry has been affected by consolidations within store
 groups.  These consolidations are expected to slow as the number of
 available acquisition targets decrease and retailers try to increase
 efficiency.  Sales will continue to be difficult as many major areas are
 overstored and some fallout of retailers will happen as a result of the
 intensified competition for the consumer buying dollar.

 The economy in the market areas of ZCMI continues to be steady, although
 the economy is expected to slow in the future.  Competition has increased in
 these market areas, particularly from national lower to middle price point
 retailers.  This competition will impact sales growth in those lower to
 middle price point areas.  As noted, continuing construction on the freeway
 system will have an affect on some units in the company.

 ZCMI has taken an aggressive position to combat the increasing competition
 and loss of gross margin.  The management of ZCMI formulated a plan called
 "Project 2000" and are currently implementing the structure of that plan
 throughout the organization to both reduce expense and increase revenue and
 profitability.  It is expected to be fully implemented during the current
 fiscal year.

 Analysis of Operations

 Cost of Merchandise Sold
 Cost of merchandise sold includes the cost of merchandise and the related
 buying cost.  Cost of merchandise sold increased to 72.3% during fiscal
 1998, as compared to 68.6% in fiscal 1997 and 68.9% in fiscal 1996 as
 depicted in the chart below.


 <TABLE>
 Fiscal Year                      1998        1997             1996
 <S>                          <C>           <C>           <C>
 Cost of Merchandise Sold     $172,060,464  $170,665,413  $172,950,259
 Costs as a percent of Sales      72.3%         68.6%         68.9%
 </TABLE>
 The increase in cost of merchandise sold results from increases in costs of
 purchases, in markdowns taken as described above, and in shrinkage.  These
 changes are shown below:
 <TABLE>
 Cost of Merchandise Sold Factors
 (as a percent to total sales)
 Fiscal Year:                      1998           1997           1996
 <S>                               <C>            <C>            <C>
 Cost purchases percent            55.5%          54.9%          55.3%
 Markdowns (costed)                13.7           11.2           11.0
 Shrinkage (costed)                 1.2            0.7            0.7
 Discounts on invoices             (1.4)          (1.4)          (1.4)
 Workroom costs                     1.3            1.2            1.3
 Other buying costs                 2.0            2.0            2.0
 Total costs of merchandise sold   72.3%          68.6%          68.9%
 </TABLE>
 Comparisons between the fiscal periods noted above are affected by several
 trends.  The increase in the costs of purchases is affected by the
 calculation of LIFO inventories.  This calculation resulted in a charge to
 cost of merchandise sold of $1,294,627 during fiscal 1998.   LIFO
 calculations resulted in a credit to cost of merchandise sold of $534,800
 during fiscal 1997 while the LIFO charge to cost of merchandise sold during
 fiscal 1996 was $96,863.  Markdowns increased as a result of slower sales
 and inventories which were consistently above allowances and the causes of
 those slower sales are detailed above.

 Selling, General, and Administrative Expenses

 As shown in the chart below, selling, general and administrative expenses
 increased  to 34.0% as a percent to sales and other income during fiscal
 1998.  This compares to 31.9% in fiscal 1997 and 30.7% in fiscal 1996.



 Selling, General and Administrative Expenses
 <TABLE>
 Fiscal Year                       1998           1997          1996
 <S>                             <C>           <C>            <C>
 Selling, general and
 administrative expenses         $84,253,239   $82,196,580    $79,713,352
 Expenses as a percent to sales
  and other income                 34.0%          31.9%         30.7%
 Percent increase                   2.5            3.1           3.0
 </TABLE>
 Expenses have increased as a result of changes in the minimum wage laws,
 affecting payroll and payroll taxes.   As part of "Project 2000" described
 above, a decision was made to offer early option plans to several
 employees. Seven employees accepted the plans before the end of the fiscal
 year.  The cost to ZCMI for these plans amounted to $483,847 and was included
 in the financial statments for the year ended January 30, 1999 as selling,
 general and administrative expenses.  Depreciation and equipment lease expense
 have also increased as a result of the expansion and remodeling in the Layton
 Hills store.

 Property tax expense also increased as a result of remodeling additions.
 These increases were offset by lower health care expense, lower pension expense
 and reduction of corporate promotional discounts.  The dollar increase in
 expense was substantially less than the prior year dollar increase, but because
 sales were lower, the percentage of expense to sales has substantially
 increased.


 FINANCIAL CONDITION

 Financial Objective
 The objectives of ZCMI's financial policy are to provide the Company and
 its shareholders with an improved return on investment, a solid capital
 structure and a degree of financial flexibility.  The Company expects that
 funds required to finance expansion and refurbishment of existing stores
 and future expansions will be provided by internally generated funds, the
 leasing of buildings and fixtures, and by short-term and long-term debt
 financing.

 Cash Flows
 Company funds generated by operations, investing and financing activities
 as reported in the Statement of Cash Flows are summarized below.  See also
 Notes to Financial Statements for additional information regarding the
 Statement of Cash Flows.

 Net cash from operating activities during fiscal 1998 after amortization,
 depreciation, and other non-cash adjustments, provided more cash than was
 used.  Cash was provided by sharply higher accounts receivable payments and
 by substantial reduction in inventory needs.  Cash was used in operating
 activities through payments on accounts payable.

 Net cash from investing activities during fiscal 1998 used more cash than
 was provided.  Cash was provided from the proceeds of the sale of property,
 plant and equipment which was subsequently leased back.  Cash was used to
 purchase property, plant and equipment used in the remodeling of the ZCMI
 Layton Hills Mall store and in the remodeling of the University Mall store.
 The categories of capital expenditures are summarized below:

 Capital Expenditures
 <TABLE>
 Fiscal Year:                          1998          1997         1996
 <S>                                 <C>          <C>         <C>
 Furniture, fixtures and equipment   $2,094,070   $4,616,034  $3,887,631
 Store remodeling and improvement     5,823,920    4,608,485   1,360,802
 Total Capital Expenditures          $7,917,990    9,224,519   5,248,433
 </TABLE>
 Capital expenditures during fiscal 1998 consisted of the completion of the
 addition to the Layton Hills store and the beginning of a 40,000 square
 foot addition to the University Mall store.  The University Mall store
 construction was begun in the fall of fiscal 1998 under the terms of a
 contract with the developer and local government which stipulated the
 immediate construction of an addition to the building.  The construction is
 expected to be finished by June 1, 1999.  The store, which is presently
 owned, will then be sold to the developer and leased back.  That
 transaction, together with incentives from local government and the
 developer, and the sale and leaseback of fixturing, is estimated to cover
 all costs of construction with the exception of approximately $2,500,000 of
 the costs.

 Capital expenditures during fiscal 1997 consisted of the beginning of a
 major addition to the Layton Hills store.  An additional 38,000 square feet
 was added to the store, based on a lease option with the mall.  The project
 was begun in the fall of the fiscal year in order to comply with the lease
 option and was substantially finished by December 15, 1997 with the
 exception of new fixturing which was installed by the end of February 1998.
 Also, new Polo shops were constructed in the Downtown and Cottonwood stores
 in addition to smaller remodeling projects.  Lastly, a new database
 marketing system and a software system to further automate receiving
 functions were also implemented.

 Capital expenditures during fiscal 1996 consisted of the completion of a
 major remodeling project on the second floor of the South Towne Mall store.
 A reengineering of the advertising area was completed, at which time the
 computer equipment, together with upgraded computer equipment in the buying
 area, were sold and leased back.  The furniture delivery truck fleet was
 replaced with newer vehicles and the merchandising software project was
 completed.

 Future estimated capital expenditures include normal equipment and fixture
 replacement estimated at $750,000 in excess of the University Mall
 remodeling project.  It is anticipated that these capital expenditures will
 be financed by continuing operations and financing activities as described
 in financial objectives.  Lines of credit, as shown in detail in the chart
 below, are considered adequate to fund the amounts necessary for capital
 expenditures, dividends and other cash needs.

 Unsecured Lines of Credit
 <TABLE>
 Fiscal Year                  1998                1997              1996
 <S>                     <C>                   <C>              <C>
 Used lines of credit    $47,043,187           $38,897,019      $34,000,000
 Unused lines of credit    6,956,813            15,102,981       26,000,000
 Total                   $54,000,000           $54,000,000      $60,000,000
 </TABLE>
 Some covenants with respect to the lines of credit were non-compliant, but
 these were waived and a loan syndication agreement was signed with all the
 financial institutions involved in the lines of credit detailed above.  The
 agreement, which was signed on April 15, 1999, guarantees lines of credit
 to $53,000,000, and is subject to review during the fourth quarter of fiscal
 1999.   Several covenants are contained in the agreement, as mentioned in
 the notes to the financial statements,  and the agreement is secured by
 inventory and accounts receivable.

 Net cash used in financing activities during fiscal 1998 provided more cash
 than was used in financing activities.  Cash was provided from
 utilitization of lines of credit with long term maturities as well as the sale
 of ZCMI capital stock to the employee 401K plan.  Cash was used to reduce
 principal balances on the mortgage, promissory notes, and obligations under
 capital leases, as well as in the payment of dividends.

 As a result of the above, there was a decrease in cash and cash equivalents
 during fiscal 1998.



 Financial Ratios:
 Liquidity and capital resources can be measured by the following ratios:

 Ratios
 <TABLE>
 Fiscal Year                    1998           1997               1996
 <S>                       <C>               <C>            <C>
 Cash and short-term
  investments              $   1,193,261     $   1,619,319  $  1,467,308
 Net accounts receivable      44,120,355        48,770,039    50,573,755
 Total                        45,313,616        50,389,358    52,041,063
 Total current assets         93,052,515       103,632,072   103,693,709
 Total current liabilities    27,532,449        27,353,797    37,899,526
 Quick ratio                  1.65 times        1.84 times    1.37 times
 Current ratio                3.38 times        3.79 times    2.74 times
 Long term debt             $ 65,204,788      $ 59,049,190  $ 45,159,529
 Stockholders equity          39,509,476        50,001,773    51,775,920
 Total capitalization       $104,714,264      $109,050,963  $ 96,935,449
 LT Debt to equity ratio       165.0%             118.1%        87.2%
 LT Debt to capitalization
    ratio                       62.3%              54.1%        46.6%
 Return on equity              (21.4%)              0.4%         3.5%
 </TABLE>
 As indicated in the table above, the quick ratio has increased from 1.37
 times in fiscal 1996 to 1.65 times in fiscal 1998. This results from a
decrease in net Accounts Receivable and the reclassification of lines of
credit to long term debt from short term debt.   The reclassification in the
last two fiscal years came as a result of renegotiated credit lines.  The
decrease in Accounts Receivable comes as a result of further erosion of
proprietary credit card usage by consumers as discussed above.  The current
ratio also increased from 2.74 times in fiscal 1996 to 3.38 times in fiscal
1998 for much the same reasons.  Also affected by the reclassification of
debt are both the debt to equity ratio and the debt to capitalization ratio.

Year 2000 Issues

ZCMI has developed and is implementing a comprehensive strategy for updating
its systems for Year 2000 ("Y2K") compliance.  The information technology
("IT") systems include custom in-house software developed by employees of
ZCMI and software purchased or programmed by outside parties.  These IT
systems include financial, credit, merchandising, Electronic Data
Interchange (EDI), and other types of systems as well as personal computer
systems.  All software used in IT systems has been identified and assessed
to determine the extent of programming necessary to become Y2K compliant.
Programming required to be Y2K compliant is expected to be completed by the
end of the first fiscal quarter of 1999.  As of the end of the fiscal year,
approximately 85% of the programming had been completed.  Vendor developed
software is anticipated to be made Y2K compliant through upgrades and
updates or replacement of vendor software by the end of the second quarter
of 1999.

ZCMI has identified some non-IT systems which may be impacted by the Y2K
problem, mostly involving vendors of elevator, escalator, fax machines, and
other equipment and is in the process of determining through equipment
suppliers, as well as equipment testing, the extent of any renovations which
may be required to make the equipment Y2K compliant.  These non-IT systems
are minor in nature and would not significantly impact the company's
operation.

ZCMI has also identified third parties with which there are significant
working relationships that could, in the event of a Y2K related failure,
have a material effect on its financial position and operating results.
Those third parties include energy and utility suppliers, merchandise
suppliers, communication vendors, and banking partners, including bankcard
merchants and processors.  These relationships, especially with respect to
utility suppliers and banks, could have a material adverse effect on the
operating results and financial position of ZCMI.  ZCMI has made inquiries
with these third parties to assess their Y2K readiness and compliance.  This
process will be ongoing throughout the current and next fiscal year.

ZCMI expects that costs to address Y2K issues will total approximately
$200,000 as part of normal fixed asset procurement.  Nearly all of this cost
will be spent on equipment in the first half of 1999.  Normal salary and
fringe benefit costs was spent on the resolution of the Y2K issue during the
last half of fiscal 1998 and will also be spent during the first half of
fiscal 1999. Y2K issues have received a high priority within ZCMI and, as a
result, normal maintenance of some IT systems have been delayed.  While such
non-Y2K maintenance is expected to enhance operational efficiencies and
improve the quality of information available to management, the delay of
such maintenance is not expected to have an impact on operations or the
financial position of ZCMI.

Different Y2K impact scenarios could be as insignificant as a minor
interruption in shipping of merchandise resulting from an unanticipated
problem in the IT systems of any of the third parties with whom ZCMI does
business.  The pervasiveness of the Y2K issue makes it likely that
previously unidentified issues will require remediation during the normal
course of business.  In such a case, transactions can be held until the IT
system and other systems are repaired and the interruption would have a
minor effect on the operations and financial position of ZCMI.  On the other
hand, a worst case Y2K scenario could be as catastrophic as an extended loss
of utility service resulting from the loss of power or communication ability
from third party utilities.  Such an interruption would force ZCMI to close
the affected stores until power was restored and business could be conducted
with customers.  Such a closure, if prolonged, could have a material effect
on operating results and financial position.

Anticipated Effect of Pronouncements

During the past fiscal year, ZCMI was required to adopt SFAS No. 130
entitled "Reporting Comprehensive Income", as well as adopting SFAS 131
entitled "Disclosure About Segments of an Enterprise and Related
Information" and SFAS 132 entitled "Employers' Disclosure about Pensions and
Other Postretirement Benefits.  Their effects were not material and they
appear in the financial statements as required by the pronouncements.

ITEM  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
         Financial statements and supplementary data required by this Item 8
are set forth at the pages indicated in Item 14(a) below.  Selected quarterly
financial data required by this item is not furnished because
ZCMI's capital stock is not quoted on the National Association of Securities
Dealers Automated Quotation System.

PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 (a)  1. Financial Statements:                       Page
         Independent Auditors' Report                 F-1
         Balance Sheets as of January 30, 1999 and
            January 31, 1998                                 F-2
         Statements of Income for the Years Ended
            January 30, 1999, January 31, 1998, and
            February 1, 1997                                F-3
         Statements of Stockholders' Equity for the
            Years Ended January 30, 1999, January 31, 1998,
            and February 1, 1997                        F-4
         Statements of Cash Flows for the Years Ended
             January 30, 1999, January 31, 1998, and
             February 1, 1997                           F-5
         Notes to Financial Statements               F-6

     2.  Financial Statement Schedules
     Supplemental Schedule II - Valuation Accounts     F-7
     3.  Exhibits
         Exhibit No.
   (3)   Articles of incorporation and by-laws   Previously filed
   (4)   Instruments defining the rights of
         security holders, including indentures  Previously filed
   (9)   Voting Trust Agreements                 None
  (10)   Material contracts                      Previously filed
  (11)   Statement regarding computation of      Refer to Annual Report
              per share earnings                 to Stockholders for
                                                 year ended January 30,
                                                 1999 incorporated
                                                 herein by reference
  (12)   Statements regarding computation
               of ratios                         Not applicable
  (13)   Annual report to stockholders           Previously filed
  (18)   Letter regarding change in accounting
               principles                        Not applicable
  (21)   Subsidiaries of ZCMI                    None
  (23)   Consent of Deloitte & Touche LLP
  (24)   Power of attorney                       None
 (27)   Financial Data Schedule



<PAGE>
                          SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)  ZIONS COOPERATIVE MERCANTILE INSTITUTION
By (Signature and Title)/s/ KEITH C. SAUNDERS    EXECUTIVE V.P. - CFO
Date October 7, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
(Signature and Title)   /s/ Richard H. Madsen    President and Director
(Date) October 7, 1999
(Signature and Title)   /s/ Keith C. Saunders    Executive V.P., CFO, and
                                                  Director
(Date) October 7, 1999
(Signature and Title)   /s/ R. Barry Arnold Vice President and Director
(Date) October 7, 1999
(Signature and Title)   /s/ James S. Jardine           Director

(Date) October 7, 1999
(Signature and Title) /s/ Patricia Madsen         Director
(Date) October 7, 1999





ZIONS COOPERATIVE
MERCANTILE INSTITUTION
Financial Statements as of January 30, 1999 and January 31, 1998 and for Each
of the Three Years in the Period Ended January 30, 1999 and Independent
Auditors' Report


<PAGE>
                            F-1
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
  Zions Cooperative Mercantile Institution:
We have audited the accompanying balance sheets of Zions Cooperative
Mercantile Institution (ZCMI) as of January 30, 1999 and January 31, 1998, and
the related statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended January 30, 1999.  These financial
statements are the responsibility of ZCMI's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of ZCMI at January 30, 1999 and January 31,
1998, and the results of its operations and its cash flows for each of the
three years in the period ended January 30, 1999 in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP
SALT LAKE CITY, UTAH
APRIL 19, 1999
                               F-2
<TABLE>
ZIONS COOPERATIVE MERCANTILE INSTITUTION
BALANCE SHEETS AS OF JANUARY 30, 1999 AND JANUARY 31, 1998

ASSETS                                       1999         1998
<S>                                       <C>           <C>

CURRENT ASSETS:
  Cash and short-term investments         $1,193,261    $1,619,319
  Accounts receivable (less allowance for
     doubtful accounts of $1,052,813 and
     $1,285,622, respectively)            44,120,355    48,770,039
  Income tax refund receivable             1,242,000
  Inventories                             41,642,032    49,671,933
  Prepaid expenses                         1,018,937     1,074,590
  Deferred income taxes                    3,835,930     2,496,191
          Total current assets            93,052,515   103,632,072

PROPERTY, PLANT, AND EQUIPMENT:
  Land                                       177,058       177,058
  Buildings and improvements               4,115,988     4,256,933
  Leasehold improvements                  18,679,551    16,505,903
  Furniture, fixtures, and equipment      14,169,260    13,392,564
  Leased property under capital leases    23,729,951    24,570,847
  Construction in progress                 4,903,405     3,139,587

          Total                           65,775,213    62,042,892
Less accumulated depreciation and
 amortization                             29,146,541    27,561,257

          Property, plant, and
           equipment - net                36,628,672    34,481,635

DEFERRED INCOME TAXES                      2,107,407

OTHER ASSETS                                 625,538       925,538


TOTAL                                   $132,414,132  $139,039,245
</TABLE>


See notes to financial statements.
<TABLE>

<PAGE>
ZIONS COOPERATIVE MERCANTILE INSTITUTION

BALANCE SHEETS AS OF JANUARY 30, 1999 AND JANUARY 31, 1998

LIABILITIES AND STOCKHOLDERS' EQUITY            1999          1998
<S>                                          <C>            <C>

CURRENT LIABILITIES:
  Accounts payable - trade                   $7,406,513     $9,414,512
  Current portion of long-term debt             407,557        372,250
  Current portion of obligations under
     capital leases                           1,505,617      1,620,410
  Accrued liabilities:
    Salaries and commissions                  1,945,539      2,001,202
    Sales, payroll, and other taxes           4,138,548      4,140,998
    Income taxes payable                                        69,644
    Outstanding gift certificates             1,965,120      2,010,863
    Pension liability                         4,159,235      2,558,959
    Other                                     4,247,335      3,337,941
  Deferred gain on sale and leaseback         1,756,985      1,827,018

          Total current liabilities          27,532,449     27,353,797

LONG-TERM DEBT                               48,511,693     40,771,989

DEFERRED INCOME TAXES                                          789,567

LONG-TERM DEFERRED GAIN ON SALE
  AND LEASEBACK                               2,080,593      3,837,578

OBLIGATIONS UNDER CAPITAL LEASES             14,779,921     16,284,541

TOTAL LIABILITIES                            92,904,656     89,037,472

COMMITMENTS AND CONTINGENCIES (Note 2)

STOCKHOLDERS' EQUITY:
  Capital stock - par value $.001; 5,000,000 shares authorized;
    2,159,593 and 2,151,660 shares issued at January 30,
    1999 and January 31, 1998, respectively       2,160          2,152
  Paid-in capital                            14,864,929     14,706,971
  Accumulated other comprehensive loss, net of deferred
      tax effect of $2,039,471 and $1,362,858,
     respectively                            (3,399,120)    (2,271,431)
  Retained earnings                          28,041,507     37,564,081

          Total stockholders' equity - net   39,509,476     50,001,773

TOTAL                                      $132,414,132   $139,039,245
</TABLE>


See notes to financial statements.

<PAGE>
ZIONS COOPERATIVE MERCANTILE INSTITUTION
                         F-3
<TABLE>

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JANUARY 30, 1999,
JANUARY 31, 1998, AND FEBRUARY 1, 1997

                                    1999          1998           1997

<S>                             <C>            <C>            <C>
NET SALES AND OTHER INCOME      $247,495,304   $257,474,231   $259,599,460

COSTS AND EXPENSES:
  Cost of merchandise sold       172,060,464    170,665,413    172,950,259
  Selling, general, and
     administrative expenses      84,253,239     82,196,580     79,713,352
  Interest expense:
    Borrowings                     2,718,728      2,514,357      2,495,892
    Capital leases                 1,686,787      1,762,823      1,918,675

        Total costs and expenses 260,719,218    257,139,173    257,078,178

INCOME (LOSS) BEFORE INCOME
  TAX (EXPENSE) BENEFIT          (13,223,914)       335,058      2,521,281

INCOME TAX (EXPENSE) BENEFIT       4,757,500       (125,648)      (683,656)

NET INCOME (LOSS)                $(8,466,414)      $209,410     $1,837,625

NET INCOME (LOSS) PER COMMON SHARE:
  Basic                              $(3.93)          $0.10          $0.85
  Diluted                            $(3.93)          $0.09          $0.84

AVERAGE COMMON SHARES:
  Basic                            2,155,627      2,158,071      2,162,114
  Diluted                          2,155,627      2,224,736      2,189,322


See notes to financial statements.

<PAGE>
                              F-4
ZIONS COOPERATIVE MERCANTILE INSTITUTION

STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JANUARY 30, 1999, JANUARY 31, 1998, AND FEBRUARY 1,
1997(Page 1 of 2)


</TABLE>
<TABLE>

                                         Capital Stock     Paid-in
                             Total      Shares    Amount   Capital

<S>                       <C>          <C>        <C>    <C>
BALANCE,  FEB.  4, 1996   $51,062,144  2,159,745  $2,160 $14,729,203

Comprehensive income:
 Net income                 1,837,625
  Other comprehensive income:
   Excess of accumulated benefit
   obligation over fair value of pension
   plan asset, net of deferred
   taxes of $61,124           101,876
Total comprehensive
 income                     1,939,501

  Purchases of treasury
      stock                   (79,816)
  Issuance of capital stock
 (net of 6,726 shares of
 treasury stock)              166,830     4,738       4       87,010
  Cash dividends
  ($.60 a share)           (1,312,739)

BALANCE, FEBRUARY 1, 1997  51,775,920 2,164,483   2,164   14,816,213

 Comprehensive loss:
  Net income                  209,410
   Other comprehensive expense:
    Excess of accumulated benefit obligation over fair value of pension
    plan asset, net of
    deferred taxes of
    $278,732                 (464,557)
       Total comprehensive
        loss                 (255,147)

  Purchases of treasury
      stock                  (335,523)
  Issuance of capital stock (net of 25,008 shares
    of treasury stock)        226,269   (12,823)    (12)     (109,242)
  Cash dividends ($.63 a
    share)                 (1,409,746)

BALANCE, JANUARY 31, 1998  50,001,773 2,151,660   2,152    14,706,971

 Comprehensive loss:
  Net loss                (8,466,414)
   Other comprehensive expense:
    Excess of accumulated benefit obligation over fair value of pension
    plan asset, net
    of deferred taxes
    of $676,613           (1,127,689)
   Total comprehensive
    loss                  (9,594,103)

  Purchases of
   treasury stock            (31,871)
  Issuance of capital stock (net of 2,215 shares
   of treasury stock)        189,837      7,933       8     157,958
  Cash dividends ($.48
   a share)               (1,056,160)

BALANCE, JANUARY 30,1999 $39,509,476  2,159,593  $2,160 $14,864,929
</TABLE>


<PAGE>
ZIONS COOPERATIVE MERCANTILE INSTITUTION

STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JANUARY 30, 1999, JANUARY 31, 1998, AND FEBRUARY 1,
1997(Page 2 of 2)
<TABLE>

                                                    Other
                                                 Comprehensive
                               Treasury Stock       Income    Retained
                               Shares   Amount     (Expense)  Earnings

<S>                             <C>            <C>          <C>
BALANCE,  FEBRUARY 4, 1996      NONE    NONE   $(1,908,750) $38,239,531

  Comprehensive income:
    Net income                                                1,837,625
    Other comprehensive income:
     Excess of accumulated benefit obligation over
     fair value of pension plan asset, net of deferred
     taxes of $61,124                              101,876
           Total comprehensive income

 Purchases of treasury stock   6,726  $(79,816)
 Issuance of capital stock
  (net of 6,726 shares of
   treasury stock)            (6,726)   79,816
  Cash dividends ($.60 a share)                              (1,312,739)

BALANCE, FEBRUARY 1, 1997      NONE     NONE    (1,806,874)  38,764,417

 Comprehensive loss:
  Net income                                                    209,410
   Other comprehensive expense:
    Excess of accumulated benefit obligation
    over fair value of pension plan asset, net of
    deferred taxes of $278,732                    (464,557)
      Total comprehensive loss

  Purchases of treasury stock 25,008 (335,523)
   Issuance of capital stock (net of 25,008 shares
    of treasury stock)       (25,008) 335,523
  Cash dividends ($.63 a share)                              (1,409,746)

BALANCE, JANUARY 31, 1998     NONE     NONE     (2,271,431)  37,564,081

 Comprehensive loss:
  Net loss                                                   (8,466,414)
   Other comprehensive expense:
    Excess of accumulated benefit obligation over fair value of pension
    plan asset, net of deferred
    taxes of $676,613                           (1,127,689)
     Total comprehensive loss

  Purchases of treasury
     stock                   2,215  (31,871)
 Issuance of capital stock (net of 2,215 shares
  of treasury stock)        (2,215)  31,871
  Cash dividends ($.48 a share)                              (1,056,160)

BALANCE, JANUARY 30, 1999      NONE     NONE   $(3,399,120) $28,041,507
</TABLE>


See notes to financial statements.

<PAGE>
                                 F-6
ZIONS COOPERATIVE MERCANTILE INSTITUTION


STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 30, 1999, JANUARY 31, 1998, AND FEBRUARY 1, 1997
<TABLE>
                                     1999         1998          1997

CASH FLOWS FROM OPERATING ACTIVITIES:
  <S>                            <C>             <C>         <C>
  Net income (loss)              $(8,466,414)    $209,410    $1,837,625
  Adjustments to reconcile net income (loss) to
    net cash provided by operating activities:
    Depreciation and amortization  4,307,139    4,219,426     4,198,198
    Deferred income taxes         (3,560,100)      56,003      (346,582)
    Amortization of deferred gain on sale
      and leaseback               (1,827,018)  (1,868,340)   (1,697,217)
    Change in operating assets and liabilities:
        Accounts receivable        4,649,684    1,803,716       147,484
        Income tax refund
          receivable              (1,242,000)
        Inventories                8,029,901     (610,126)   (3,184,439)
        Prepaid expenses              55,653       32,858       213,237
        Other assets                 300,000     (300,000)      (27,639)
        Accounts payable - trade  (2,007,999)     145,153     1,899,283
        Accrued liabilities          531,868     (280,450)    3,726,055

          Net cash provided by
           operating activities      770,714    3,407,650     6,766,005

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant,
      and equipment               (7,917,554)  (9,658,193)   (5,242,358)
  Proceeds from sale of
   property, plant, and equipment  1,463,378    5,295,000     4,820,027
       Net cash used in
          investing activities    (6,454,176)  (4,363,193)     (422,331)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net decrease in short-term borrowings                      (2,500,000)
  Proceeds from long-term debt     8,146,168    4,897,019
  Principal payments on
     long-term debt                 (371,157)    (338,855)   (1,611,007)
  Principal payments on obligations
     under capital leases         (1,619,413)  (1,931,622)   (2,237,721)
  Proceeds from sale of
     capital stock                   189,837      226,281       166,830
  Purchase of treasury stock         (31,871)    (335,523)      (79,816)
  Cash dividends                  (1,056,160)  (1,409,746)   (1,312,739)
      Net cash provided by (used in)
      financing activities         5,257,404    1,107,554    (7,574,453)

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS              (426,058)     152,011    (1,230,779)

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF YEAR                1,619,319    1,467,308     2,698,087

CASH AND CASH EQUIVALENTS AT
  END OF YEAR                     $1,193,261   $1,619,319    $1,467,308
</TABLE>

<PAGE>
ZIONS COOPERATIVE MERCANTILE INSTITUTION

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 30, 1999, JANUARY 31, 1998, AND FEBRUARY 1, 1997
<TABLE>

                                       1999        1998           1997
<S>                                <C>           <C>           <C>

SUPPLEMENTAL DISCLOSURES OF CASH
  INFORMATION:
  Cash paid during the year for:
    Interest                       $4,550,814    $4,334,995    $4,434,585
    Income taxes                      114,244     1,390,014       145,676

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:
  Capital lease obligations incurred for the acquisition
    of property under capital lease                 481,248
  Deferred gain on sale and leaseback of property, plant,
    and equipment                                   519,000    3,605,000
  Transfer from long-term debt to short-term
    borrowings - banks                                        10,000,000
  Transfer from short-term borrowings to long-term
    debt - banks                                 10,000,000
  Increase (decrease) in accrued liabilities and corresponding
    decrease (increase) in stockholders' equity due to
    pension liability
    adjustment (Note 6)             1,804,302       743,289     (163,000)
  (Increase) decrease in deferred tax assets and corresponding
    (increase) decrease in stockholders' equity due to
    pension liability
    adjustment (Note 6)              (676,613)     (278,732)      61,124
</TABLE>


See notes to financial statements.
                                F-6
ZIONS COOPERATIVE MERCANTILE INSTITUTION
NOTES TO FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED JANUARY 30, 1999

Nature of Operations - Zions Cooperative Mercantile Institution (ZCMI) was
organized as a Utah corporation in 1868 and was the first full-line department
store in the United States.  ZCMI is in the retail line of business, operating
both full-line conventional department stores and a men's and women's ready to
wear specialty store.  The full-line conventional department stores are located
in Salt Lake City and Ogden, Utah and in regional shopping centers in the
suburban Salt Lake City, Orem, Logan, Sandy, Layton, and St. George, Utah areas
and in Pocatello and Idaho Falls, Idaho.  The specialty store is located in St.
George, Utah.

Use of Estimates in Preparing Financial Statements - The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.

Inventories - Substantially all inventories are valued at the lower of cost or
market, using the retail method, on the last-in, first-out (LIFO) basis.  If
the inventories had been valued on the first-in, first-out basis, total
inventory values would have been approximately $7,317,000 and $6,022,000 higher
at January 30, 1999 and January 31, 1998, respectively.

Property, Plant, and Equipment - Property, plant, and equipment are stated at
cost.  For financial statement purposes, the straight-line method of
depreciation is used for buildings, and the sum-of-the-years digits and
straight-line methods are used for leasehold improvements and furniture,
fixtures, and equipment, over estimated useful lives ranging from 3 to 50
years.  See Note 2 for information concerning leased property under capital
leases.

Net Sales and Other Income - Net sales includes proceeds, net of returns, from
merchandise, services, and licensed departments.  As sales returns are typically
exchanged for other merchandise, ZCMI does not accrue for the cost of
anticipated cash sales returns as refunds of cash have historically been
insignificant.  The sales of licensed departments amounted to approximately
$21,913,000, $23,680,000, and $22,914,000 for the years ended January 30, 1999,
January 31, 1998, and February 1, 1997, respectively.  Included in net sales
and other income are finance charges on retail credit accounts receivable
totaling approximately $5,616,000, $5,669,000, and $5,653,000 for the years
ended January 30, 1999, January 31, 1998, and February 1, 1997, respectively.
Net sales and other income also include the amortization of deferred gain on
sale and leaseback totaling approximately $1,827,000, $1,868,000, and
$1,697,000 for the years ended January 30, 1999, January 31, 1998, and
 February 1, 1997, respectively (see Note 2).

Income Taxes - ZCMI accounts for its taxes following an asset and liability
approach for financial accounting and reporting for income taxes.

Net Income Per Common Share - ZCMI computes net income per common share under
the provisions of SFAS No. 128, Earnings Per Share.  Accordingly, net income
per common share is computed by both the basic method, which uses the weighted
average number of ZCMI's common shares outstanding, and the diluted method,
which includes the dilutive common shares from stock options, as calculated
using the treasury stock method.

Statements of Cash Flows - For purposes of the statements of cash flows, ZCMI
considers short-term investments with original maturities of three months or
less, to be cash equivalents.

Financial Instruments - The carrying amounts reported in the balance sheets for
cash and short-term investments approximate fair value because of the immediate
or short-term maturity of these financial instruments.  The carrying amount of
the long-term debt approximates fair value.

Fiscal Year - ZCMI's fiscal year ends on the Saturday nearest the end of
January.

2.   COMMITMENTS AND CONTINGENCIES

ZCMI has noncancelable leases covering store premises, fixtures, and equipment
which expire on various dates to 2017.  Leases covering store premises contain
provisions for additional annual lease payments based on a percentage of sales
and have renewal options for various additional periods ranging up to 67 years.

Minimum rentals of capital leases have been capitalized at the present value
of the rentals at the inception of the lease and the obligation for such amount
is recorded as a liability.  Amortization of capital lease property, which is
included with depreciation expense, is computed on the straight-line basis over
the lease terms and interest expense is accrued on the basis of the outstanding
lease obligation.

Leased property under capital leases by major classes as of January 30, 1999
and January 31, 1998 is as follows (see Note 7):
<TABLE>
                                                1999           1998

<S>                                          <C>            <C>
Buildings and improvements                   $15,747,559    $15,747,559
Furniture, fixtures, and equipment             7,982,392      8,823,288

Total                                         23,729,951     24,570,847
Less accumulated amortization                 14,473,678     13,823,928

Net assets under capital leases               $9,256,273    $10,746,919
</TABLE>

<PAGE>
Approximate future minimum lease payments on both capital and noncancelable
operating leases at January 30, 1999 was as follows:
<TABLE>
                                     Capital       Operating
                                      Leases          Leases
  <S>                               <C>           <C>
Year ending:
  2000                              $3,051,045    $10,709,160
  2001                               2,526,230     10,157,236
  2002                               2,121,220      8,396,888
  2003                               1,937,470      5,868,379
  2004                               1,665,757      4,055,730
  Later years                       19,372,469     20,621,366

Total minimum lease payments        30,674,191    $59,808,759
Less amount representing interest   14,388,653

Present value of net minimum lease
 payments                           16,285,538
Less current portion                 1,505,617

Long-term portion                  $14,779,921
</TABLE>
Approximate total operating lease expense was as follows:
<TABLE>
                                          Year Ended
                               1999           1998          1997
<S>                         <C>            <C>           <C>
Minimum rentals on noncancelable
  operating leases          $10,452,932    $9,815,658    $9,520,162
Contingent rentals on noncancelable
  operating leases              196,954       141,246        91,000
Other operating lease expenses  287,136       177,939       139,000

Total                       $10,937,022   $10,134,843    $9,750,162
</TABLE>
Contingent rentals on capital leases, which were included in expense, totaled
approximately $141,301, $106,409, and $274,000 for the years ended January 30,
1999, January 31, 1998, and February 1, 1997, respectively.

During the years ended January 30, 1999, January 31, 1998, and February 1,
1997, ZCMI sold certain furniture, fixtures, and equipment with a net book
value of approximately $1,463,000, $4,776,000, and $1,215,000 for approximately
$1,463,000, $5,295,000, and $4,820,000, respectively.  ZCMI agreed to lease
back such furniture, fixtures, and equipment under operating lease agreements.
The resulting gains on sale for the years ended January 30, 1999, January 31,
1998, and February 1, 1997 of approximately $-0-, $519,000, and $3,605,000,
respectively, are being amortized over the lease terms ranging from 5 to 10
years.  Amortization of gains on all sale leasebacks for the years ended
January 30, 1999, January 31, 1998, and February 1, 1997 totaled approximately
$1,827,000, $1,868,000, and $1,697,000, respectively.

3.  INCOME TAXES
ZCMI has recorded current and long-term deferred tax assets and deferred tax
liabilities as of January 30, 1999 and January 31, 1998 as follows:


<TABLE>
                                   1999                   1998
                             Current   Long-Term   Current     Long-Term
<S>                       <C>         <C>         <C>         <C>
Deferred tax assets       $3,835,930  $4,260,847  $2,496,191  $1,444,466
Deferred tax liabilities  (2,153,440)             (2,234,033)
Total                     $3,835,930  $2,107,407  $2,496,191   $(789,567)
</TABLE>
Deferred tax assets and liabilities as of January 30, 1999 and January 31, 1998
consisted of the following temporary differences and carryforward items:
<TABLE>
                                1999                       1998
Assets                    Current   Long-Term       Current      Long-Term
<S>                       <C>        <C>            <C>         <C>
Allowance for doubtful
  accounts receivable    $394,804                  $482,108
Inventory                   9,753                    36,650
Deferred gross profit on sale
  leaseback  transactions 658,869    $780,223       679,758     $1,444,466
Accrued vacation expense
  not currently  recognized
  for income tax purposes 283,603                   281,974
Pension liability       2,236,326                   959,610
Net operating loss carryforward     3,480,624
Accrued liabilities not
  currently recognized
  for income tax purposes 195,027                    29,586
Charitable contribution    57,548                    26,505

Total                  $3,835,930  $4,260,847    $2,496,191    $1,444,466

Liabilities

Net property, plant, and
  equipment for financial
  reporting in excess of tax
  basis                             $(489,413)                  $(271,389)
Capital and operating leases
  treated differently for
  income tax purposes              (1,664,027)                 (1,962,644)

Total                    None     $(2,153,440)     None       $(2,234,033)
</TABLE>

Computed "expected" income taxes on income for financial reporting purposes are
reconciled to income tax expense as follows:

                                        Year Ended
                                1999        1998       1997
Federal income taxes at the statutory rate
  (expense) benefit           $4,628,370    $(117,270)   $(882,449)
Increase or decrease resulting from:
  State income taxes             129,130      (13,419)    (102,533)
  Other                                         5,041      301,326

Income tax (expense) benefit  $4,757,500    $(125,648)   $(683,656)

Consisting of:

Current:
  Federal                      $1,126,025     $(62,207)   $(893,047)
  State                           71,375       (7,438)    (137,191)

  Total                        1,197,400      (69,645)  (1,030,238)

Deferred:
  Federal                      3,502,345      (50,022)     311,924
  State                           57,755       (5,981)      34,658

  Total                        3,560,100      (56,003)     346,582

Total expense                 $4,757,500    $(125,648)   $(683,656)

4.   SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Short-term borrowings and long-term debt consisted of the following as of
January 30, 1999 and January 31, 1998:
<TABLE>
                                               1999           1998
<S>                                         <C>            <C>
Unsecured notes payable to banks under lines of
  credit, due at various dates through July 1999,
  collateralized by inventory and
  accounts receivable                       $47,043,187    $38,897,019
Mortgage note, 8%, due in monthly installments through
  February 2003                                 889,117      1,074,173
Note payable, 10.255%, due in quarterly installments
  through December 2002                         986,946      1,173,047

Total                                        48,919,250     41,144,239
Less current portion                            407,557        372,250

Long-term portion                           $48,511,693    $40,771,989
</TABLE>

Interest rates on the borrowings under lines of credit are variable.  At
January 30, 1999 and January 31, 1998, interest rates on these borrowings
averaged 6.5%.

On April 15, 1999, ZCMI extended the terms of four notes payable totaling
$34,000,000 to banks under various line of credit agreements.  Prior to the
extension, the four notes had maturity dates ranging from May 31, 1999 through
July 31, 1999.  Under the terms of the extension agreements, the maturity date
was extended to November 1, 2000 on all four notes.  In addition, the loan
extension agreement contains various loan covenants including financial
covenants ZCMI must meet.  The financial covenants require ZCMI to (a) maintain
working capital of at least $14,000,000 for the period January 31, 1999 through
July 31, 1999 and at least $20,000,000 thereafter; (b) maintain tangible net
worth of at least $34,800,000 for the quarter ending July 31, 1999 and
increasing each quarter thereafter through the quarter ending October 31, 2000,
at which time tangible net worth must equal $35,900,000; and (c) not incur net
losses before taxes greater than the following amounts for each of the stated
quarters on an on-going basis:

<TABLE>
     Quarter Ending           Amount of Loss
     <S>                         <C>
     July 31                     $4,500,000
     October 31                   5,300,000
     January 31                   1,500,000
     April 30                     2,800,000
</TABLE>
     Due to the extended terms of repayment, the four notes totaling
     $34,000,000 have been classified as long-term liabilities in the
     accompanying balance sheet as of January 30, 1999.

     Land and buildings with net book values of approximately $1,910,000 at
     January 30, 1999 were pledged as collateral to the mortgage note.
     Furniture, fixtures, and equipment with a net book value of approximately
     $1,093,000 at January 30, 1999 were pledged as collateral on the note
     payable having a balance of $986,946 as of January 30, 1999.

     Short-term borrowings and long-term debt at January 30, 1999 matures as
     follows:
<TABLE>
                                     Amount
Year ending:
  <S>                              <C>
  2000                             $  407,557
  2001                             47,487,512
  2002                                486,555
  2003                                537,626

  Total                            $48,919,250
</TABLE>
ZCMI had unused lines of credit available with various banks totaling
approximately $6,957,000 at January 30, 1999.  This amount is generally
available at the prime interest rate or lower.  In addition to the lines of
credit, ZCMI had available letters of credit totaling $3,000,000.  Open letters
of credit at January 30, 1999 amounted to approximately $310,000.

5.   EMPLOYEE STOCK OPTIONS

ZCMI had an incentive stock option plan for its key employees which expired in
1992, under which options to purchase capital stock were granted at a price not
less than fair market value on the date of grant.  Changes in options granted
under this incentive stock option plan and other related information are as
follows:
<TABLE>
                                             Year Ended
                                        1999     1998    1997
<S>                                     <C>    <C>       <C>
Options outstanding - beginning of year         5,000    5,000
Granted
Exercised
Forfeited                                      (5,000)

Options outstanding - end of year       None     None    5,000

Options exercisable                     None     None    5,000

Price of outstanding options             N/A     N/A    $16.50

During the year ended February 1, 1997, ZCMI instituted the Equity-Based
Incentive Plan under which options to purchase capital stock were granted at
a price not less than the fair market value on the date of the grant.  Changes
in options granted under the plan and the fair market value of such options is
as follows:

</TABLE>
<TABLE>
                                    Year Ended
                             1999             1998               1997
                        Number  Exercise  Number  Exercise   Number  Exercise
                       of Shares  Price  of Shares  Price   of Shares  Price

<S>                    <C>       <C>      <C>       <C>     <C>       <C>
Outstanding -
  beginning of year     122,450  $11.25   124,000   $11.25
Granted                                                     124,000   $11.25
Canceled                (1,500)
Exercised                                  (1,550)  $11.25

Outstanding -
  end of year          120,950   $11.25   122,450   $11.25  124,000   $11.25

Options exercisable    120,950            122,450             None

Remaining contractual
  life                7.6 years          8.6 years          9.6 years

Fair market value
  of options granted                                           $1.67
</TABLE>
ZCMI accounts for stock options granted using Accounting Principles Board
Opinion No. 25.  Accordingly, no compensation cost has been recognized for its
equity based incentive plan.  Had compensation cost for ZCMI's stock based
compensation plan been determined based on the fair value at the grant dates
for awards under those plans consistent with SFAS No. 123, ZCMI's net income
and diluted net income (loss) per common share would have changed to the pro
forma amounts indicated below:
<TABLE>
                            Year Ended  Year Ended   Year Ended
                            January 30, January 31,  February 1,
                               1999         1998         1997
Net income (loss):
  <S>                      <C>            <C>         <C>
  As reported              $(8,466,414)   $209,410    $1,837,625
  Pro forma                 (8,482,930)    192,894     1,824,564

Earnings per common share (diluted):
  As reported                $ (3.93)      $0.09         $0.84
  Pro forma                    (3.93)       0.09          0.83
</TABLE>
The fair value of each option granted in 1997 was estimated on the date of the
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions used:

Dividend yield                                5.33%
Expected volatility                          17.29%
Risk free interest rate ranges            6.14% to 6.57%
Expected lives ranges                   2.75 to 10 years

As part of the Equity-Based Incentive Plan, restricted stock awards were
granted to certain officers of ZCMI.  Under this grant, 46,000 nonvested
restricted stock awards were granted during the year ended February 1, 1997.
The fair market value of this grant was determined to be $517,500.  The shares
vest from 1999 through 2007 with the total compensation cost related to this
grant to be recognized from the date of grant through the final vesting date.
During the years ended January 30, 1999, January 31, 1998, and February 1,
1997, ZCMI recorded $68,625, $68,625, and $66,625, respectively, of
compensation expense related to this grant.

6.   EMPLOYEE BENEFIT PLANS

ZCMI has a trusteed, noncontributory retirement plan covering substantially all
of its employees.  Benefits are based on years of service and compensation
history.  ZCMI's funding policy is to contribute annually the minimum amount
required by law.

Disclosures regarding the plans in conformity with SFAS No. 132, Employers'
Disclosure About Pensions and Other Postretirement Benefits, which was adopted
for the year ended January 30, 1999 are shown below:
<TABLE>
                                             Year Ended
                                   1999          1998           1997
<S>                            <C>            <C>            <C>
Change in projected benefit obligation:
  Benefit obligation at beginning
      of year                  $29,044,871    $26,090,000    $26,025,000
  Service cost                     641,225        565,653        567,000
  Interest cost                  1,941,712      1,959,502      2,017,000
  Actuarial loss (gain)            438,642      2,156,982       (269,045)
  Benefits paid                 (1,886,926)    (1,727,266)    (2,249,955)

Benefit obligation at
     end of year                30,179,524     29,044,871     26,090,000

Change in plan assets:
  Fair value of plan assets at
    beginning of year           25,590,769     23,568,000     23,575,000
  Actual return on plan assets     920,700      3,750,035      1,835,455
  Employer contribution            358,201                       407,500
  Benefits paid                 (1,886,926)    (1,727,266)    (2,249,955)

Fair value of plan assets at
    end of year                 24,982,744     25,590,769     23,568,000

Funded status                   (5,196,780)    (3,454,102)    (2,522,000)
Unrecognized net obligation at
  January 1, 1987                 (371,194)      (556,597)      (742,000)
Unrecognized prior service cost    (12,662)      (104,831)      (197,000)
Unrecognized actuarial loss      6,859,992      5,190,860      4,823,000

Net amount recognized           $1,279,356     $1,075,330     $1,362,000
</TABLE>


Amounts recognized in the balance sheets consist of:
<TABLE>

                                                Year Ended
                                    1999           1998           1997
<S>                             <C>            <C>            <C>
Accrued pension cost            $(4,159,235)   $(2,558,959)   $(1,529,000)
Accumulated other comprehensive loss
  before tax effect               5,438,591      3,634,289      2,891,000

Net amount recognized            $1,279,356     $1,075,330     $1,362,000
</TABLE>
     Weighted average assumptions as of year end:
<TABLE>
                                   1998       1997      1996
<S>                                <C>        <C>       <C>
Discount rate                      6.75 %     7.00 %    7.75 %
Expected return on plan assets     9.50 %     9.50 %    9.50 %
Rate of compensation increase      4.00 %     4.00 %    4.00 %
</TABLE>
Components of net periodic benefit cost:
<TABLE>
                                      1999       1998       1997
<S>                                <C>         <C>         <C>
Service cost - benefits earned
     during the period             $641,225    $565,653    $567,000
Interest cost on projected
     benefit obligation           1,941,712   1,959,502   2,017,000
Expected (return) on plan assets (2,352,240) (2,184,549) (1,834,000)
Amortization of unrecognized
     transition asset              (185,403)   (185,403)   (185,403)
Amortization of prior service cost  (92,169)    (92,169)    (92,169)
Recognized net actuarial loss       201,050     223,636       1,572

Net periodic pension cost          $154,175    $286,670    $474,000
</TABLE>
During the years ended January 30, 1999, January 31, 1998, and February 1,
1997, ZCMI recognized the additional minimum liability aspects of  SFAS No. 87,
"Employers' Accounting for Pensions".   SFAS No. 87 requires the recognition
of an additional pension liability in the amount of the unfunded accumulated
benefit obligation in excess of accrued pension liability with an equal amount
to be recognized as either an intangible asset or a reduction of equity.  Based
upon plan actuarial and asset information as of January 30, 1999, January 31,
1998, and February 1, 1997, ZCMI recorded an increase to the pension liability
of $1,804,302, $743,289, and $163,000, respectively, and a decrease to
stockholders' equity of $1,127,689, $464,557, and $101,876, respectively.

ZCMI has an employees' savings plan, which is a qualified, contributory savings
plan based on Section 401(k) of the Internal Revenue Code.  Total ZCMI
contributions for the years ended January 30, 1999, January 31, 1998, and
February 1, 1997 were approximately $284,000, $223,000, and $214,000,
respectively.  Under the plan, employees are also given the option to purchase
ZCMI stock.  The plan also allows ZCMI to elect to contribute shares of its
common stock, at current market prices, into the plan for up to 100% of the
employer matching contributions made to the plan for any period.  As of January
30, 1999, no shares have been contributed to this plan.

During the year ended January 30, 1999, ZCMI offered a severance package to
employees who would elect for early retirement.  In total, seven employees
opted for early retirement, accepting the option before the end of the fiscal
period.  The cost to ZCMI for the employees electing early retirement, including
employer payroll taxes, amounted to $483,847 and is included in the
accompanying statement of operations for the year ended January 30, 1999 as
selling, general and administrative services.

7.   RELATED PARTY TRANSACTIONS
ZCMI's Downtown Store and Service Center, with net book values of approximately
$6,741,000 and $7,135,000 at January 30, 1999 and January 31, 1998,
respectively, are leased from a major stockholder under capital leases.
Included in obligations under capital leases are approximately $13,255,000 and
$13,525,000 at January 30, 1999 and January 31, 1998, respectively, pertaining
to these leases.  Lease payments of approximately $1,906,000, $1,893,000, and
$1,796,000  were made on these leases for the years ended January 30, 1999,
January 31, 1998, and February 1, 1997, respectively.  Included in costs and
expenses are transactions with companies in which a major ZCMI stockholder has
a significant interest totaling approximately $3,710,000, $3,695,000, and
$3,971,000 for the years ended January 30, 1999, January 31, 1998, and February
1, 1997, respectively.  Included in net sales are transactions with major ZCMI
stockholders totaling approximately $322,000, $399,500, and $350,000 for the
years ended January 30, 1999, January 31, 1998, and February 1, 1997,
respectively.
                         F-7
<TABLE>
ZIONS COOPERATIVE MERCANTILE INSTITUTION
SUPPLEMENTAL SCHEDULE II
VALUATION ACCOUNT
FOR THE YEARS ENDED JANUARY 30, 1999, JANUARY 31,  1998, AND FEBRUARY 1, 1997

              Additions
         Balance at   Charged to    Recoveries   Deductions -    Balance
         Beginning     Costs and    on Accounts   Accounts        at end
          of Year      Expenses     Charged Off  Charged Off     of Year

ALLOWANCE FOR
  DOUBTFUL ACCOUNTS:
<S>      <C>          <C>             <C>         <C>           <C>
1999     $1,285,622   $1,179,713      $174,814    $1,587,336    $1,052,813

1998     $1,334,154   $1,308,972      $180,928    $1,538,432    $1,285,622

1997     $1,307,360   $1,090,993      $181,843    $1,246,042    $1,334,154
</TABLE>