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

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

          For the Fiscal Year Ended January 31, 1998
               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 13, 1998, 2,152,087 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 13, 1998 of the voting stock held by
non-affiliates of the Registrant was $32,281,305.

DOCUMENTS INCORPORATED BY REFERENCE
     (1) The Registrant's Annual Report to Stockholders for the year ended 
          January 31, 1998 (Part II).
     (2) The Registrant's 1998 Proxy Statement (Notice of Annual Meeting of
          Shareholders to be held May 20, 1998) pursuant to Regulation 14A
           (Parts I and III).
<PAGE>
PART I
ITEM  1.  BUSINESS.

(a)  Zions Cooperative Mercantile Institution (Registrant) was organized as a
     Utah Corporation in 1868 and was the first full-line department store in
     the United States. Notwithstanding the Registrant's name, the Registrant
     does not operate as a cooperative, and operates on a for-profit basis. 
     The Registrant is in the retail line of business:  operating both
     full-line, conventional department stores, men's and women's ready to
     wear, specialty and outlet stores.  The full-line stores are located in
     downtown 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 and outlet stores are located in Provo, Utah and in St.
     George, Utah.  The Registrant is one of the major tenants with full-line
     stores in six suburban regional shopping centers in Utah and two
     suburban regional shopping centers in Idaho.

(b)  Not applicable as Registrant operates one line of business as previously
     described.

(c)  (i)  No department or class accounted for 10% or more of revenue in any
          of the last three fiscal years. 
     (ii) through (iv)   Not applicable
     (v)  The business of the Registrant follows the seasonal pattern of
          full-line department stores.
     (vi) The Registrant offers to sell on the basis of cash, bank credit
          card, its own option charge account, third party credit cards, or
          layaway.  Registrant's option charge account is a typical
          revolving charge account with finance charges assessed on the
          unpaid balance at 1-3/4% per month.  Registrant's sales made on
          credit vary by store but range from approximately one-third to
          one-half of sales at each store location. 
     (vii) through (ix)  Not applicable
     (x)  Substantial competition is found in all store locations from other
          full-line, conventional department stores, chain department
          stores, discount stores, and specialty stores.
     (xi) and (xii)  Not applicable
     (xiii)At year end the Registrant had 2,498 employees (full-time
       equivalent), a decrease of 51 from the prior year.

 (d) The Registrant has no operations in any foreign country, nor does the
     Registrant have any sales nor obtain revenue from any foreign country. 
     The Registrant's operations are limited to the States of Utah and Idaho. 

<PAGE>
ITEM  2.     PROPERTIES. 

The Registrant owns or leases eleven major retail department stores in the
States of Utah and Idaho as follows: 

     Downtown Salt Lake City, Utah, a store of approximately 331,000 square
     feet on the same site as and part of a large downtown covered shopping
     mall with parking for 2,300 cars.  The move into the facility was
     completed in 1976.  The store was completely remodeled over a two year
     period ended December 31, 1992.  This building is considered adequate
     for present needs.  The lease on this facility, which is recorded as a
     capital lease, will expire in 2016.

     Suburban store in Cottonwood Mall, 4835 Highland Drive, Salt Lake City,
     Utah erected in 1962 containing approximately 150,000 square feet on two
     levels.  In 1978 a third level was added to the facility, increasing the
     total space of the store to 220,000 square feet.  The first and second
     floors of the store were completely remodeled during 1979.  The first
     floor was again partially remodeled and the second floor partially
     remodeled, adding 16,600 square feet during the year ended February 3,
     1996.  This building is considered adequate for present needs.  The
     operating lease expires February 1, 2012. 

     Downtown Ogden, Utah, was an owned building erected in 1967.  This
     building was sold during the year ended January 28, 1995 and the store
     location was moved across Washington Boulevard to the Ogden City Mall. 
     The mall location contains approximately 135,000 square feet on two
     levels.  The building is considered adequate for present needs.  The
     operating lease expires September 2004. 

     Suburban store in Valley Fair Mall, 3601 South 2700 West, Salt Lake
     City, Utah is a one-level store of approximately 105,000 square feet
     erected in 1970.  This store is one of three main anchor tenants of the
     mall.  The store was partially remodeled during the year ended January
     28, 1995.  This building is considered adequate for present needs.  The
     operating lease expires July 26, 2009. 

     Suburban store in University Mall, 1300 South State Street, Orem, Utah
     is an owned, three-level store of approximately 163,000 square feet. 
     Provisions have been made to enable the store to expand to 225,000
     square feet on three levels when necessary.  The store is one of four
     major anchor stores for the mall.  This building is considered adequate
     for present needs. 

     Suburban store in Cache Valley Mall, 1400 North Main Street, Logan, Utah
     is a one-level store of approximately 61,000 square feet.  The store is
     one of three major anchor stores of the mall. This building is
     considered adequate for present needs.  The operating lease expires May
     1, 2001. 

     Suburban store in Layton Hills Mall, l400 North Hill Field Road, Layton,
     Utah is a two-level store of approximately 123,596 square feet.  The
     store is one of three major anchor stores of the mall. This building is
     considered adequate for present needs.  The second floor was partially
     remodeled during the year ended February 3, 1996.  An additional 38,000
     square feet was added on both levels during the year ended January 31,
     1998.  The operating lease expires May 31, 2015. 

     Suburban store in Pine Ridge Mall, 4235 Yellowstone Avenue, Chubbuck,
     Idaho is a two-level store of approximately 123,000 square feet.  The
     store is one of three major anchor stores of the mall.  This building is
     considered adequate for present needs. The operating lease expires July
     28, 2006. 

     Suburban store in Grand Teton Mall, 2420 East 17th Street, Idaho Falls,
     Idaho is a two-level store of approximately 123,000 square feet.  The
     store is one of three major anchor stores of the mall.  This building is
     considered adequate for present needs.  The operating lease expires July
     31, 2009. 

     Suburban store in South Towne Center, 10600 South 110 West, Sandy, Utah
     is a two-level store of approximately 200,000 square feet. The store is
     one of four major anchor stores of the center.  The store was partially
     remodeled in the year ended February 1, 1997.  This building is
     considered adequate for present needs.  The operating lease expires July
     31, 2011. 

     Suburban  store in Red Cliffs enclosed mall, 1720 East Red Cliff Drive,
     St. George, Utah is a one level store of approximately 40,000 square
     feet.  The store is one of three major anchor stores for the mall.  This
     building is considered adequate for present needs.  The operating lease
     expires July 5, 2015. 

The Registrant leases four retail, specialty, department stores in the state
of Utah as follows: 

     Suburban specialty store in Fashion Place Mall, 6253 South State Street,
     Murray, Utah is a one-level store of approximately 26,000 square feet. 
     This building is considered adequate for present needs.  The operating
     lease expires August 1, 1999. 

     Suburban specialty store in Foothill Village, 1420 Foothill Boulevard,
     Salt Lake City, Utah is a one-level store of approximately 25,000 square
     feet.  The building is considered adequate for present needs.  The
     operating lease expires August 3, 2003. 

     Suburban outlet store in East Bay Strip Center, 1221 University Avenue,
     Provo, Utah is a one-level store of approximately 25,000 square feet. 
     The store is one of three major anchor stores for the mall.  This
     building is considered adequate for present needs.  The operating lease
     expires February 28, 2000. 

     Downtown specialty store in St. George, Utah, a store specializing in
     home furnishings  The store contains 30,000 square feet and is
     considered adequate for present needs.  The operating lease expires May
     1, 1999. 

The Registrant also leases a corporate headquarters/service center building in
Salt Lake City, Utah, for its central office functions and for the receiving,
marking, and distribution of all materials for sale in the Company's stores. 
This building comprising 343,000 square feet was completed and occupied in
April 1975 and is considered adequate for present needs.  During the two years
ended January 31, 1992, ZCMI upgraded its distribution system and increased
capacity approximately 34,000 square feet by adding two mezzanine floors.  The
lease, which is recorded as a capital lease, expires August 1, 2015.  Two
additional small warehouses are leased for storage of display and other items,
comprising approximately 12,000 square feet in total.  The operating lease
expires October 31, 1998. 

ITEM  3.      LEGAL PROCEEDINGS. 

There were no pending legal proceedings of a material nature to which
Registrant was subject at January 31, 1998.

ITEM  4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report. 

PART II

ITEM  5.     MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
              MATTERS. 

Cash dividends are declared quarterly in January, April, July, and October
each year.  The range of high and low bid quotations for ZCMI's capital stock
is shown below for each quarterly period during the past two years.  The stock
is traded on the over-the-counter market in Salt Lake City and is quoted in
the local newspapers.
<TABLE>
                    Year Ended
Quarter        1998           1997
   <S>    <C>                 <C> 
   1      $12.50 - $12.63     $11.50 - $12.50
   2      $12.50 - $13.25     $11.50 - $12.50
   3      $13.25 - $14.63     $11.25 - $12.00
   4      $14.50 - $14.50     $11.75 - $12.50
</TABLE>
The approximate number of stockholders at April 15,1998 was 1,575.

ITEM  6.  SELECTED FINANCIAL DATA.
Selected Financial Data
(Dollars in thousands except per share amounts
<TABLE>
                           1998      1997      1996      1995     1994
<S>                      <C>       <C>       <C>       <C>      <C>
Net Sales & Other Income $257,474  $259,599  $254,371  $244,924 $235,319
Net Income                    209     1,838       582     3,624    3,153
Total Assets              139,039   137,618   136,505   144,630  135,947
Long-Term Debt             57,057    42,955    56,406    50,974   40,368
Per Share Amounts:
Earnings                     0.09      0.84      0.27      1.69     1.46
Cash Dividends Declared      0.63      0.60      0.60      0.60     0.60
Book Value                  23.24     23.92     23.64     24.91    23.92
</TABLE>
ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATION.
Overview of 1997

Construction for 10 months in front of the flagship ZCMI store, as well as
continuing construction on the main interstate freeway in Salt Lake City
contributed to a lackluster sales year.  However, as a result of expense
control, and despite an increase in the minimum wage, ZCMI still managed to
attain a profit in a tough retailing market.  As shown below, total sales
decreased 0.9% for fiscal 1997, compared to a 1.9% increase for fiscal 1996
and a 3.8 % increase for fiscal 1995.  Store locations which were open for the
full fiscal year in the three comparable fiscal years had an overall sales
decrease of 0.9% for fiscal 1997 compared to sales increases of 2.3% for
fiscal 1996 and 4.1% for fiscal 1995.  Slight sales increases were recorded in
Ready to Wear, Junior Ready to Wear, Fashion Accessories, and Men's Divisions,
while sales did not keep pace with last year in the Home Furnishings,
Smallwares, and Decorative Home divisions.  These increases and decreases in
sales were also impacted by competition from variety stores opening in major
markets of the company.
<TABLE>
Sales

Fiscal Year:                 1997                1996                1995
<S>                      <C>                 <C>                 <C>
Total sales              $248,828,800        251,180,200         $246,436,800
Comp. store sales         248,828,800        251,180,800          245,652,000
Other Income                8,645,431          8,419,260            7,934,500
Net Income                    209,410          1,837,626              581,640
Total Sales % increase        (0.9)%               1.9%                 3.8%
Comp. store sales % increase  (0.9)                2.3                  4.1
Other Inc. % increase          2.7                 6.1                  4.9
Earnings per common share     $0.09               $0.84                $0.27
</TABLE>
Other income has increased by 2.7% for fiscal 1997 as compared to an increase
of 6.1% in fiscal 1996 and 4.9% in fiscal 1995.   Other income is primarily
interest income from customer accounts and amortization of deferred gross
profit from the sales of furniture, fixtures, and equipment.  Interest income
has been, in the past, decreasing slightly as a result of continuing consumer
usage of third party credit, such as Visa and Mastercard.  This trend was
reversed to some degree as ZCMI increased the interest rate on outstanding
account balances to 21% from the previous 18% and began to charge fees for
credit problems.  This change was effective beginning on cycle balances in
September, 1997 and resulted in an increase in interest income of 3.1% during
fiscal 1997 after decreasing 2.7% in the previous fiscal year.  An analysis of
the average percent of total credit balances paid and annual turnover of
credit balances is shown below.  Amortization of deferred gross profit into
income increased slightly during the fiscal year 1997 as a result of further
asset leasing.  Net Income decreased because sales decreased, and expenses
increased, as well as other items covered in the analysis of operations below.

Analysis of Credit Balances
<TABLE>
Fiscal Year:                        1997          1996          1995
<S>                                <C>           <C>           <C>
Average Monthly Collection Percent 21.79%        21.97%        21.71%
Annual Turnover                     2.6148        2.6366        2.6052
</TABLE>
The collection rate has decreased from 21.97% in fiscal 1996 to 21.79% in
fiscal 1997 and the annual turnover has decreased from 2.64 in fiscal 1996 to
2.61 in fiscal 1997.   This decrease in collections represent a trend to hold
longer and higher balances in a decreasing number of open accounts.  It also
highlights a trend to lower payments as consumers are using more credit and
reaching maximum available credit.  This slowdown in collection percent is
occurring despite an increase in the interest rate charged on open accounts as
detailed above.

During fiscal 1995, ZCMI closed the Tri-City Mall store in Mesa, Arizona. 
This store had been converted to an outlet store format during fiscal 1992, as
were the Village Fair Mall store in Phoenix, Arizona, the Superstition Springs
store in Mesa, Arizona, and the East Bay Mall store in Provo, Utah.  ZCMI
closed the Village Fair Mall store in Phoenix, Arizona during fiscal 1993 and
closed the Superstition Springs store in Mesa, Arizona during fiscal 1994.  
The East Bay Mall store is planned to be closed by May 1, 1998.  No stores are
planned for opening during the current fiscal year.

Retailing in general continues to undergo dynamic change as retailers deal
with problems caused by a glut of store locations in the East Coast and West
Coast real estate markets.  The retailing industry is also affected by
continuing consolidation among retailers to provide more efficient mass
merchandising operations.  Sales continue to struggle in retail markets on the
East Coast and West Coast, with markets in the Rockies, Midwest and South
showing steady economic gains.   Although the economy is slowing in the market
areas for ZCMI, they continue an outlook for good economic conditions.  This
is true particularly in the Utah markets, which are traditionally the prime
markets of the Company.  However, continuing competition, particularly from
high volume variety stores, will continue to impact lower price points and
sales growth in hard goods lines.  Also, continuing construction on the major
freeway in the Salt Lake Valley, along with commuter transit construction near
the flagship store in Downtown Salt Lake City will likely have an affect on
sales in that location for approximately three additional years.  Our emphasis
will be to continue building market share in the moderate and better price
points while positioning quality opening price points with name-brand lines. 
This emphasis, together with superior customer service, will attract customers
through construction and competition to continue the position of ZCMI as the
dominant retailer in our markets.

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 decreased to 68.6% of sales during
fiscal 1997 as depicted in the chart below.  This percentage compares with
68.9% during fiscal 1996 and 69.5% during fiscal 1995.

Fiscal Year                      1997            1996          1995  
Cost of Merchandise Sold     $170,665,413   $172,950,259   $171,161,111 
Costs as a percent of sales      68.6%           68.9%         69.5%

The decrease in Costs of Merchandise Sold results from decreases in purchase
costs from vendors, offset by a rise in markdowns.  These changes are
summarized in the table presented below:

Cost of Merchandise Sold Factors
<TABLE>
Fiscal Year:                      1997            1996           1995
<S>                               <C>             <C>            <C>
Cost purchases percent            54.9%           55.3%          55.7%
Markdowns (costed)                11.2            11.0           11.0
Shrinkage (costed)                 0.7             0.7            0.9
Discounts on invoices             (1.4)           (1.4)          (1.4)
Workroom Costs                     1.2             1.3            1.3
Other buying costs                 2.0             2.0            2.0
Total costs of merchandise sold   68.6%           68.9%          69.5%
</TABLE>
Comparisons between the fiscal periods noted above are affected by several
trends.  The decrease in the costs of purchases represents a continuing effort
to provide resources from value conscious manufacturers.   The calculation of
LIFO inventories also affects the cost of merchandise sold.  This calculation
resulted in a charge to cost of merchandise sold of $608,153 during fiscal
1995, while the LIFO charge to cost of merchandise sold during fiscal 1996 was
only $96,863.  LIFO calculations resulted in a credit to cost of merchandise
sold of $534,800 during fiscal 1997, which is the major reason for decreases
in the cost of purchases detailed above.  Markdowns have increased during
fiscal 1997 in Men's and Women's Ready to Wear as a result of slower than
expected sales during a warm Christmas season and continuing competition in
lower price points from variety stores as discussed above. 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

As shown in the chart below, selling, general and administrative expenses
increased  to 31.9% as a percent to sales and other income during fiscal 1997. 
This compares to 30.7% in fiscal 1996 and 30.4% in fiscal 1995.       


Selling, General and Administrative Expenses
<TABLE>
Fiscal Year                        1997           1996         1995 
Selling, general and 
<S>                            <C>           <C>           <C>
  administrative expenses      $82,196,580   $79,713,352   $77,417,255
Expenses as a percent to
  sales and other income           31.9%         30.7%        30.4%
Percent increase                    3.1           3.0          3.5
</TABLE>
Expenses have increased as a result of changes in payroll because of
legislation on minimum wage taking effect, with related increases in payroll
taxes, health insurance, and pension expense, and as a result of pressures
from competition for labor force in the prime market areas of ZCMI.   Also,
depreciation, leases, and rental of furniture, fixture and equipment due to
remodeling and expansion have also contributed to increasing expenses. 
Property tax expense also increased as a result of remodeling and expansion
additions.  These fixed asset additions are discussed below in cash flow
discussions.  Bad debt expense increased as bankruptcies among proprietary
card customers continued to climb.  These increases were offset by decreases
in supply expense and travel expense as ZCMI exercised tight expense control.  

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.

Although the Prime Rate increased one-quarter of one percent in the first
calendar quarter of 1997, causing ZCMI's short term loan rates to increase
slightly, generally these rates were steady during the fiscal year allowing
management to continue to use short term borrowing to meet the working capital
needs of the company.  Rates are expected to remain steady into the 1998
fiscal year.

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 1997 after amortization,
depreciation, and other non-cash adjustments, provided more cash than was
used.   Over half of the cash provided came from payments on account reduced
Accounts Receivable customer balances offset against lower credit sales as a
result of continued use of third party credit cards.  Funds were also provided
from an increase in Accounts Payable and a decrease in Prepaid Expense.  Cash
was used in operating activities mainly by increasing merchandise inventories
and reducing Accrued Liabilities and Other Assets. 

Net cash from investing activities during fiscal 1997 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 primarily in the remodeling of the ZCMI
Layton Hills Mall store.  The categories of capital expenditures are
summarized below:

Capital Expenditures
<TABLE>
Fiscal Year:                             1997          1996        1995 
<S>                                   <C>          <C>          <C>
Furniture, fixtures and equipment     $4,616,034   $3,887,631   $2,423,607 
Store remodeling and improvement       4,608,485    1,360,802    2,034,137 
Total Capital Expenditures             9,224,519    5,248,433    4,457,744 
</TABLE>
Capital expenditures during fiscal 1997 consisted 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 substantially finished
by December 15, 1997 with the exception of new fixturing expected to arrive
and be 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.

Capital expenditures during fiscal 1995 consisted of the completion of major
remodeling in the Cottonwood Mall location and the completion of the Ogden
Tiffin Room in the new Ogden City Mall location.  Also, final remodeling was
completed in the Layton Hills Mall second floor in March, 1995.  A new facade
was added to the Valley Fair Mall location during the last half of the year. 
A new reengineering of the advertising area was begun in the last half of the
fiscal year.  

Future estimated capital expenditures include normal equipment and fixture
replacement estimated at $1,000,000 and the completion of a 42,000 square foot
expansion and complete remodel of the University Mall Store. The University
Mall store, which is presently owned, will be sold and leased back to the mall
and that transaction, together with incentives from the city of Orem and the
mall developer, is estimated to cover all costs except approximately
$2,500,000 of the expansion and remodeling cost.  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:                  1997                1996               1995  
<S>                       <C>                  <C>                <C>
Used lines of credit      $38,897,019          $34,000,000        $37,800,873 
Unused lines of credit     15,102,981           26,000,000         15,699,127
Total                     $54,000,000          $60,000,000        $53,500,000
</TABLE>
Net cash used in financing activities during fiscal 1997 provided more cash
than was used.  Cash was provided by an increased use of working capital 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
mortgages and a promissory note, to pay dividends, and for principal payments
made on obligations under capital leases.

As a result of the above, there was a decrease in cash and cash equivalents
during fiscal 1997.

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

Ratios
<TABLE>
Fiscal Year:                        1997           1996          1995
<S>                             <C>           <C>           <C>
Cash and short-term investments $ 1,619,319   $ 1,467,308   $ 2,698,087
Net accounts receivable          48,770,039    50,573,755    50,721,239
Total                            50,389,358    52,041,063    53,419,326  
Total current assets            103,632,072   103,693,709   102,633,186 
Total current liabilities       $27,353,797   $37,797,651   $24,856,073
Quick ratio                     1.84 times     1.38 times    2.15 times
Current ratio                   3.79 times     2.74 times    4.13 times
Long term debt                  $59,049,190   $45,159,529  $ 59,008,257
Stockholders equity              50,001,773    51,775,920    51,062,144
Total capitalization           $109,050,963  $ 96,935,449  $110,070,401
LT Debt to equity ratio           118.1%          87.2%         115.6%
LT Debt to capitalization ratio    54.1%          46.6%          53.6%
Return on equity                    0.4%           3.6%           1.1%
</TABLE>
As indicated in the table above, the quick ratio has decreased from 2.15 times
in fiscal 1995 to 1.84 times in fiscal 1997.   This is a result of a decrease
in net Accounts Receivable, resulting from the continued change in the type of
credit sales as previously discussed.  This trend has been accelerating
through the past few years.  Both the quick ratio and the current ratio are
affected by a continued trend to longer term borrowing classifications, for
reasons stated in the discussion on cash position.  The current ratio also
increased from 2.74 times during fiscal 1996 to 3.79 times in fiscal 1997, for
much the same reasons as previously noted.  As a result of the shift to long
term borrowing, both the debt to equity ratio and the debt to capitalization
ratio have increased. 

Inflation and Pension Effect
Inflation has been in an acceptable range for the past three years and has not
had a significant effect on ZCMI's sales growth.  The Bureau of Labor
Statistics Index for fiscal 1997 decreased 0.5% compared to a increase of 0.9%
in fiscal 1996.   However, since ZCMI uses the LIFO method for valuing
inventories, the increase does have an effect on the cost of merchandise sold. 
The LIFO credit to cost of merchandise sold for fiscal 1997 was $534,800,
compared to a charge to cost of merchandise sold of $96,863 for fiscal 1996,
and a charge to cost of merchandise sold of $608,153 in fiscal 1995.

As noted in the financial statements, actuarial estimates utilizing the
discount rate of 7.0% were used in computing the pension expense for fiscal
1997.  Actuaries expect that the discount rate for ZCMI would be higher than
most because a) the ZCMI plan is a career-average plan rather than a final-pay
plan; and b) over half of the ZCMI liabilities comes from retired
participants.  This results in ZCMI liabilities in the plan being much shorter
in duration than the average plan, justifying the higher discount rate.

Year 2000 Issues

The year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year.  System failures or
miscalculations could result from programs recognizing dates using "00" as the
year 1900 rather than the year 2000.  During fiscal 1997, ZCMI has tested
various programs and has communicated with major suppliers to determine the
extent that this issue will affect the company's operations.  ZCMI has
determined that the extent of the effect on the company is minimal, due to the
recent conversion in computer hardware to the AS/400 system and the total
rewrite of programs at that time.  There are numerous systems involved in this
issue, however, and ZCMI has numerous suppliers which interface with systems
in use.  ZCMI anticipates that projects converting any remaining problems with
older software or outside purchased equipment, as well as POS terminal
programs and all other types of equipment which may be affected, will be
completed prior to October 1999.  The costs of these conversions will be
expensed during the normal course of business and are not expected to be
material.

Anticipated Effect of Pronouncements

In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130 entitled "Reporting Comprehensive Income".  SFAS No. 130 defines
comprehensive income and requires it to be reported and displayed in a full
set of general purpose financial statements.  SFAS No. 130 also requires
accumulating comprehensive income to be stated separately from retained
earnings and additional paid in capital in the equity section of the statement
of financial position.  The adoption of SFAS No. 130 will require ZCMI to add
disclosure to the financial statements about comprehensive income.  SFAS No.
130 is required to be adopted for fiscal years beginning after December 15,
1997.

In June 1997, the FASB issued SFAS No. 131 entitled "Disclosure About Segments
of an Enterprise and Related Information".  SFAS No. 131 established standards
about reporting of operating segments in annual financial statements and
requires that selected information about operating segments be reported in
interim financial statements.  It also establishes standards for related
disclosure about products and services, geographic areas, and major customers. 
The adoption of SFAS No. 131 may require some disclosure in the financial
statements of ZCMI.  SFAS No. 131 is required to be adopted for fiscal years
beginning after December 15, 1997.

ITEM  8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Information for response to the financial statements portion of this item is
contained in Exhibit 13 attached to this report. 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. 

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
            AND FINANCIAL DISCLOSURE.
There has been no change of accountants during the twenty-four months prior to
January 31, 1998.  Therefore, no response to this item is necessary. 

PART III
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information for response to this item is contained in the 1998 Proxy Statement
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION.
Information for response to this item is contained in the 1998 Proxy Statement
incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information for response to this item is contained in the 1998 Proxy Statement
incorporated herein by reference. 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information for response to this item is contained in the 1998 Proxy Statement
incorporated herein by reference. 

PART IV
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
 (a)  1.  Financial Statements:                                  Page
        Independent Auditors' Report                              *
        Balance Sheets as of January 31, 1998 and February 1, 1997     *
        Statements of Income for the Years Ended January 31, 1998,
        February 1, 1997, and February 3, 1996                    *
        Statements of Stockholders' Equity for the Years Ended 
        January 31, 1998, February 1, 1997, and February 3, 1996  *
        Statements of Cash Flows for the Years Ended
        January 31, 1998, February 1, 1997, and February 3, 1996  *
        Notes to Financial Statements                             *

Financial statement schedules are omitted because of the absence of conditions
under which they are required or because the information is shown in the
financial statements.
        Refer to Exhibit 13, attached to this form 10-K
     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 the
                                                   year ended January 31, 1998 
                                                   incorporated herein
                                                   by reference
  (12)  Statements regarding computation of ratios     Not applicable
  (13)  Annual report to stockholders             Filed Attached
  (18)  Letter regarding change in accounting 
        principles                           Not applicable
  (19)  Previously unfiled documents              None
  (22)  Subsidiaries of ZCMI                      None
  (23)  Published report regarding matters 
        submitted to vote of stockholders         None
  (25)  Power of attorney                         None
  (29)  Information from reports furnished to state 
        insurance regulatory authorities          None
        (b)    Reports on Form 8-K                None
        (c)    Refer to (a) (3) above
        (d)    Separate financial statements - not applicable
<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                                                             
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)                                                           
(Signature and Title)         /s/ Keith C. Saunders    Executive V.P., CFO, and
                                             Director  
(Date)                                                           
(Signature and Title)         /s/ R. Barry Arnold Vice President and
                                                         Director       
(Date)                                                           
(Signature and Title)         /s/ Patricia Madsen Director                 
(Date)                                                           

(Signature and Title)         /s/ S. F. Eccles         Director 
(Date)                                                           
(Signature and Title)         /s/ A. Blaine Huntsman   Director
(Date)                                                           
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 
33-1272 of Zions Cooperative Mercantile Institution on Form S-8 of our report
dated March 27, 1998, appearing in this Annual Report on Form 10-K of Zions
Cooperative Mercantile Institution for the year ended January 31, 1998.


Salt Lake City, Utah
April 27, 1998