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 February 1, 1997
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 15, 1996, 2,159,745 
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 15, 1996 of the voting stock held by
non-affiliates of the Registrant was 25,646,972.
DOCUMENTS INCORPORATED BY REFERENCE
 (1) The Registrant's Annual Report to Stockholders for the year ended February
1, 1997 (Part II).
 (2) The Registrant's 1996 Proxy Statement (Notice of Annual Meeting of
Shareholders to be held May 22, 1996) 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 in 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. 
During the year ended February 3, 1996, ZCMI closed its Tri-City store located
in Mesa, Arizona.  The Registrant is one of the major tenants with full-line
stores in six suburban regional shopping centers in Utah.

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

(c)  (1) (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 1-1/2% 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 2,683 employees (full-time
               equivalent), an increase of 81 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. 

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 121,000 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.  The operating lease expires December 22, 2003. 

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 three
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,
1998. 

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, 1998. 

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, 1998. 

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 February 1, 1997. 

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
        D 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        1997           1996
   <C>    <C>                 <C>    
   1      $11.50 - $12.50     $ 9.75 - $ 9.87
   2      $11.50 - $12.50     $10.75 - $12.25
   3      $11.25 - $12.00     $11.88 - $12.11
   4      $11.75 - $12.50     $10.50 - $11.50
</TABLE>
The approximate number of stockholders at April 15, 1997 was 1,725.

ITEM  6.  SELECTED FINANCIAL DATA.
Selected Financial Data
(Dollars in thousands except per share amounts
<TABLE>
                           1997      1996      1995      1994     1993
<S>                      <C>       <C>       <C>       <C>      <C>
Net Sales & Other Income $259,599  $254,371  $244,924  $235,319 $221,830
Net Income                  1,838       582     3,624     3,153      291
Total Assets              137,618   136,505   144,630   135,947  128,635
Long-Term Debt             42,955    56,406    50,974    40,368   47,214
Per Share Amounts:
Earnings                    0.84      0.27      1.69      1.46     0.13
Cash Dividends Declared     0.60      0.60      0.60      0.60     0.60
Book Value                 23.92     23.64     24.91     23.92    22.92
</TABLE>

ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION.

Management's Discussion and Analysis of Operations
Overview of 1996

ZCMI realized consistent sales increases in a steadily slowing local economy 
and, coupled with tight control of expenses and costs, managed a solid 
profitabilty.  As shown below, total sales increased 1.9%  for the year ended 
February 1, 1997, compared to a 3.8% increase for fiscal 1995 and a 4.1 % 
increase for fiscal 1994. Comparable store locations which were open for the 
full fiscal year in the three comparable years had overall sales increases of
2.3% for the year ended February 1, 1997 compared to 4.0% for fiscal  1995 and
4.3% for fiscal 1994.  Sales increases were achieved as markets in Womens 
Ready to Wear departments nationally and locally continued revivals to previous
levels.   Markets continued to be consistent in Home Furnishings and Smallwares
departments, while heavy competition from liquidations and other outlets 
contributed to steep declines in Electronics and moderate increases in 
Furniture areas.
<TABLE>
Sales

Fiscal Year:                 1996               1995                 1994
<S>                      <C>                 <C>                 <C>
Total sales              $251,180,200        246,436,800         $237,357,400
Comp. store sales         251,180,200        245,652,000          236,092,200
Other Income                8,419,260          7,934,500            7,566,190
Net Income                  1,837,626            581,640            3,624,251
Total Sales % increase         1.9%               3.8%                4.1%
Comp. store sales % increase   2.3                4.0                 4.3
Other Inc. % increase          6.1                4.9                 3.5
Net Income per share          $0.84              $0.27               $1.69
</TABLE>
Other income has increased by 6.1% for the year ended February 1, 1997 as
compared to an increase of 4.9% increase 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 decreasing slightly as a result of continuing consumer usage of
third party credit, such as Visa and Mastercard, and as customers pay accounts
quicker to avoid interest charges.  Other income from this source decreased 2.7%
during the year ended February 1, 1997 after decreasing 2.0% 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 during the fiscal year ended February 1, 1997
as a result of further asset leasing creating deferred gross profit to be
amortized.  Net Income increased as a result of Other Income and other items
covered in the analysis of operations below.

Analysis of Credit Balances
<TABLE>
Fiscal Year:                        1996           1995            1994
<S>                                <C>             <C>            <C>
Average Monthly Collection Percent 21.97           21.71%         20.89%
Annual Turnover                     2.6366          2.6052         2.5068
</TABLE>
The collection rate has increased from 20.89% in fiscal 1994 to 21.97% in fiscal
1996 and the annual turnover has increased from 2.51 in fiscal 1994 to 2.64 in
fiscal 1996.  This increase in collections resulted in part from the fact that
ZCMI extended the terms on Club Plan purchases from 12 months to 24 mo. during
1994 and also offered several deferred payment promotions on certain purchases
for the first time in 1994.  Both of these promotions raised balances while
either lowering or deferring the payments from normal  payment patterns.  The
increase in fiscal 1995 and 1996 in collections reflect a return to a more 
normal distribution of deferred payment promotions to regular option account 
sales.

During the year ended February 3, 1996, 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 stores in the now-closed Village Fair Mall in Phoenix,
Arizona, the now-closed Superstition Springs store in Mesa, Arizona, and the E.
Bay Mall store in Provo, Utah.  ZCMI closed the Village Fair Mall store in
Phoenix, Arizona during the year ended January 29, 1994 and closed the
Superstition Springs store in Mesa, Arizona during the year ended January 28,
1995.   No stores are planned for closing or opening during the current fiscal
year.

Retailing in general continues to undergo dynamic change as retailers deal with
problems caused by over-storing 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 growth areas in the Rockies, Midwest and South showing steady 
economic gains.  Divisionally, Ready to Wear merchandise showed strong market 
growth as new lines have made significant impacts, while Junior Ready to Wear 
and Men's continued level sales during fiscal year 1996.   Hard lines divisions
continued steady sales gains, while Electronics and Home Office areas were 
substantially lower in sales as competition from liquidating retailers and off 
price discounters presented significant barriers to growth.  The market areas
for ZCMI, although the economy is slowing somewhat, continue an outlook for good
economic conditions.  This is true particularly in the Utah markets, which are
traditionally the prime markets of the Company.  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, position 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 68.9% of sales during the year 
ended February 1, 1997 as depicted in the chart below.  This percentage 
compares with 69.5% during fiscal 1995 and 68.1% during fiscal 1994.
<TABLE>
Fiscal Year                   1996            1995            1994     
<S>                        <C>            <C>            <C>
Cost of Merchandise Sold   $172,950,259   $171,161,111   $161,672,320 
Costs as a percent of sales   68.9%           69.5%           68.1%
</TABLE>
The decrease in Costs of Merchandise Sold results from decreases in purchase
costs from vendors, and shrinkage.  These changes are summarized in the table
presented below:

Cost of Merchandise Sold Factors
<TABLE>
Fiscal Year:                       1996        1995          1994
<S>                                <C>         <C>           <C>
Cost purchases percent             55.3        55.7%         55.1%
Markdowns (costed)                 11.0        11.0          10.7
Shrinkage (costed)                  0.7         0.9           0.3
Discounts on invoices              (1.4)       (1.4)         (1.4)
Workroom Costs                      1.3         1.3           1.3
Other buying costs                  2.0         2.0           2.1
Total costs of merchandise sold    68.9%       69.5%        68.1%
</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 will affect the cost of merchandise sold. This calculation
resulted in a charge to cost of merchandise sold of $608,153 during fiscal 1995,
compared to a credit of $804,951 during fiscal 1994, a change of $1.4 million. 
LIFO charges to inventory during fiscal 1996 were only $96,863.  Markdowns have
continued during fiscal 1996 from continuing competition in Junior Ready to Wear
areas and Electronics as previously discussed.  Markdowns were high as an effect
of the slowdown in ready to wear and as a result of heavy winter inventories,
resulting from a warmer than normal fall market during fiscal 1995.  Shrinkage
decreased as new UPC code systems were streamlined allowing more accurate
recognition of markdowns.   Lastly, buying costs continue to decline as a result
of streamlining the buying function  and as more efficient merchandising 
programs are implemented.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

As shown in the chart below, selling, general and administrative expenses
increased slightly to 30.7% as a percent to sales and other income during the
year ended February 1, 1997.  This compares to 30.4% in fiscal 1995 and 30.5% in
fiscal 1994.  Expenses have increased in the past two years as a result of
depreciation, leases, and rental of furniture, fixture and equipment due to
remodeling and expansion.  These fixed asset additions are discussed below in
cash flow discussions.   Also contributing to this increase are changes in
payroll due both to legislation on minimum wage taking effect and pressures from
competition for labor force in the prime market areas of ZCMI.    

Selling, General and Administrative Expenses
<TABLE>
Fiscal Year                           1996           1995          1994 
Selling, general and 
<S>                                <C>           <C>            <C>
administrative expenses            $79,713,352   $77,417,255    $74,782,477
Expenses as a percent to 
sales and other income                30.7%           30.4%       30.5%
Percent increase                       3.0             3.5         7.1
</TABLE>
Bad debt expense increased as bankruptcies among proprietary card customers
continued to climb.  This increase was offset by decreases in pension expense 
due to asset valuation increases in the stock market and in insurance expenses 
for group insurance plans.   

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, 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.

While short-term loan rates have increased slightly, the expected dollar level
of debt financing remains such that Managment considers short-term borrowing to
be the best strategy to meet working capital needs.

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 in the year ended February 1, 1997 after
amortization, depreciation, and other non-cash adjustments, provided more cash
than was used.  Major areas of cash were provided from increases in Accounts
Payable - Trade; Accrued Liabilities including Sales, Payroll, and Other Taxes
Payable, Salaries and Commissions Payable, and Gift Certificates Outstanding;
Reductions in Prepaid Expenses and in Accounts Receivable customer balances. 
Cash was used in operating activities mainly by increasing merchandise
inventories.  Inventory increased generally evenly across all divisions of the
company with the exception of reduction of inventory levels in Electronics. 

Net cash from investing activities in the year ended February 1, 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 South Towne Mall store.  The categories of capital expenditures are
summarized below:

Capital Expenditures
<TABLE>
Fiscal Year:                          1996        1995            1994 
<S>                                <C>          <C>           <C>
Furniture, fixtures and equipment  $3,887,631   $2,423,607    $ 2,048,757  
Store remodeling and improvement    1,360,802    2,034,137      9,088,400 
Total Capital Expenditures          5,248,433    4,457,744     11,137,157 
Property under capital lease                                    1,162,097
Total Additions                    $5,248,433   $4,457,744    $12,299,254  
</TABLE>
 

Capital expenditures during the year ended February 1, 1997 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 the year ended February 3, 1996 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, 
which was completed 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.  

Major remodeling of three stores was completed in the fiscal year ended January
28, 1995.  The Cottonwood store, Layton Hills, and the Valley Fair locations 
were substantially remodeled and improved.   Lastly, the Ogden store building 
was sold in October, 1994 at a purchase price of $3,900,000.  This transaction
generated a profit in the fiscal year ended January 28, 1995 of $1,373,658.
The Ogden location then moved across Washington Boulevard to the Ogden City 
Mall.  Extensive improvements to the existing location were made to accomodate 
the anticipated store size and some new fixturing and equipment was required.  
The new Ogden City Mall location was completed and opened in November, 1994.

Future estimated capital expenditures include normal equipment replacement
estimated at $500,000 and the completion of a 40,000 square foot expansion of 
the Layton Hills Mall Store estimated to cost approximately $3,000,000.   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>
                                         Year ended:
Fiscal Year:                      1996           1995             1994  
<S>                            <C>            <C>             <C>
Used lines of credit           $34,000,000    $37,800,873     $40,307,777 
Unused lines of credit          26,000,000     15,699,127       8,692,223
Total                          $60,000,000    $53,500,000     $49,000,000
</TABLE>
Net cash used in financing activities in the year ended February 1, 1997 used
more cash than was provided.  Cash was provided by the sale of ZCMI capital 
stock to the employee 401K plan.  Cash was used to decrease Lines of Credit
loans, reduce principal balances on a mortgage and a long-term note payable, 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 the year ended February 1, 1997.

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

Ratios
<TABLE>
Fiscal Year:                        1996           1995          1994     
<S>                             <C>           <C>           <C>
Cash and short-term investments $ 1,467,308   $ 2,698,087   $ 2,698,893 
Net accounts receivable          50,573,755    50,721,239    54,678,782
Total                            52,041,063    53,419,326    57,377,675    
Total current assets            103,693,709   102,633,186   105,840,299 
Total current liabilities        37,797,651    24,856,073    35,646,878
Quick ratio                          1.38           2.15         1.61
Current ratio                        2.74           4.13         2.97
Long term debt                   45,159,529    59,008,257   52,909,621
Stockholders equity              51,775,920    51,062,144   53,570,680
Total capitalization            $96,935,449  $110,070,401  106,480,301
LT Debt to Equity Ratio             87.2%         115.6%        98.8%
LT Debt to Capitalization Ratio    46.6%           53.6%        49.7%
Return on Equity                    3.6             1.1%         6.8%
</TABLE>
As indicated in the table above, the quick ratio has decreased from 2.15 times
in the year ended February 1, 1997 to 1.38 times in the year ended February 1,
1997.   This is a result of a transfer of borrowings from long term to short
term, pending final approval by banks which would again classify the borrowings
as long term.   In general, short term borrowings have been decreased by
switching to longer term borrowings, for reasons stated above. The current ratio
also decreased from 4.13 times in the year ended February 3, 1996 to 2.74 times
in the year ended February 1, 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 generally increase, although this 
year the transfer has caused a decrease.   Both of the ratios are also affected 
by the pension liability adjustment.  If the pension liability adjustment was 
not included in the LT Debt to Capitalizaiton ratio, the ratio would be 45.7%. 
Likewise, if the pension liability adjustment was not included in the LT Debt to
Equity ratio, that ratio would be 84.3%.


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 increase for the year ended February 1, 1997 was 0.9% compared to a
increase of 0.7% in fiscal 1995.   However, since ZCMI uses the LIFO method for
valuing inventories, the increase does have an effect on the cost of merchandise
sold.  The LIFO charge to cost of merchandise sold for the year ended February
1, 1997 was $96,863, compared to a charge to cost of merchandise sold of 
$608,153 in fiscal 1995 and a credit to cost of merchandise sold of $804,951 
in fiscal 1994.

As noted in the financial statements, actuarial estimates utilizing the discount
rate of 7.75% were used in computing the pension expense for the year ended
February 1, 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.

Anticipated Effect of Pronouncements

In February, 1997, the Financial Accounting Standards Board issued SFAS No. 128,
" Earnings per Share".  This pronouncement establishes standards for computing
and presenting earnings per share (EPS).  SFAS No. 128 simplifies the approach
for computing earnings per share previously found in Accounting Principles Board
(APB) Opinion No. 15.  A full explanation of the differences in methodology is
contained in the footnote no. 8 of the Notes to Financial Statements.  SFAS No.
128 is effective for financial staements issued for periods ending after 
December 15, 1997.  This pronouncement is not expected to materially affect 
ZCMI.

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 Form 10-K. 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
February 1, 1997.  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 1997 Proxy Statement
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION.
Information for response to this item is contained in the 1997 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 1997 Proxy Statement
incorporated herein by reference. 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information for response to this item is contained in the 1997 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 February 1, 1997 and February 3, 1996       *
     Statements of Income for the Years Ended February 1, 1997,
         February 3, 1996, and January 28, 1995                       *
     Statements of Stockholders' Equity for the Years Ended 
         February 1, 1997, February 3, 1996, and January 28, 1995     *
     Statements of Cash Flows for the Years Ended
         February 1, 1997, February 3, 1996, and January 28, 1995     *
     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 to
          per share earnings                      Stockholders for the period
                                                  ended February 1, 1997
                                                  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)                          EXECUTIVE V.P. - CFO          
Date                , 1997                                  
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)                             President and Director
             
(Date)              , 1997                                       
(Signature and Title)                             Executive V.P., CFO, and
Director  
(Date)              , 1997                                       
(Signature and Title)                             Vice President and Director
        
(Date)              , 1997                                       
(Signature and Title)                             Director                 
(Date)              , 1997                                       

(Signature and Title)                             Director                 
(Date)              , 1997                                       
(Signature and Title)                             Director                 
(Date)              , 1997                                       
<PAGE>






INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement No.
33-1272 of Zions Cooperative Mercantile Institution on Form S-8 of our report
dated April 11, 1997, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Zions Cooperative Mercantile Institution for the year
ended February 1, 1997.


Salt Lake City, Utah
April 30, 1997