UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION 
                          Washington, DC 20549 
 
 
                                 FORM 8-K 
 
 
                              CURRENT REPORT 
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
 
 
 
   Date of Report (Date of earliest event reported): December 28, 2004
 
 
 
                                 NIKE, INC. 

          (Exact Name of Registrant as Specified in Charter) 
  
 
       Oregon                  1-10635                 93-0584541 
    ____________             ____________             ____________

   (State of                  (Commission            (I.R.S.Employer 
   Incorporation)            File Number)          Identification No.) 
 
                             One Bowerman Drive
                         Beaverton, Oregon 97005-6453 

                   (Address of Principal Executive Offices)                 
                          __________________________ 

                               (503) 671-6453
 
             (Registrant's telephone number, including area code) 

Check the appropriate box below if the Form 8-K filing is intended to 
simultaneously satisfy the filing obligation of the registrant under any 
of the following provisions (See General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act 
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the 
    Exchange Act (17CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the 
    Exchange Act (17 CFR 240.13e-4(c))

                          ___________________________

Item 1.01     Entry into a Material Definitive Agreement.

On December 28, 2004, NIKE, Inc. and each of its NIKE Brand Presidents,
Mark G. Parker and Charles D. Denson, agreed to amend their existing 
Covenant Not to Compete and Non-Disclosure Agreements dated October 6, 
1994 and March 26, 2001, respectively. 


The following descriptions of each of the amended Covenant Not to 
Compete and Non-Disclosure Agreements briefly summarizes the terms and 
conditions that are material to us and are qualified in their entirety 
by reference to the full text of the Agreements, which are filed as 
exhibits 10.1 and 10.2 to this current report on Form 8-K.

The amended agreement between the Company and Mark G. Parker contains a 
covenant not to compete that extends for two years following the 
termination of his employment with the Company. The amended agreement 
provides that if Mr. Parker voluntarily resigns prior to December 31, 
2006 or after December 31, 2007, the Company will make monthly payments 
to him during the two-year noncompetition period in an amount equal to 
1/24th of his then current annual salary and target performance bonus 
("Annual Nike Income"). The agreement provides further that if 
Mr. Parker's employment is terminated by the Company or if he 
voluntarily resigns after December 31, 2006 but before December 31, 
2007, the Company will make monthly payments to him during the two-year 
noncompetition period in an amount equal to 1/12th of his then current 
Annual Nike Income. If Mr. Parker is terminated without cause, the 
parties may mutualy agree to waive the covenant not to compete, and if 
Mr. Parker is terminated for cause, the Company may unilaterally waive 
the covenant. If the covenant is waived, the Company will not be 
required to make the payments described above for the months as to which 
the waiver applies.

The amended agreement between the Company and Charles D. Denson is 
similar to the agreement with Mr. Parker and extends for two years 
following the termination of his employment with the Company. The 
amended agreement provides that if Mr. Denson voluntarily resigns prior 
to December 31, 2006 or after December 31, 2007, the Company will make 
monthly payments to him during the two-year noncompetition period in an 
amount equal to 1/24th of his then current annual salary and target 
performance bonus ("Annual Nike Income"). The agreement provides further 
that if his employment is terminated by the Company or if he voluntarily 
resigns after December 31, 2006 but before December 31, 2007, the 
Company will make monthly payments to him during the two-year 
noncompetition period in an amount equal to 1/12th of his then current 
Annual Nike Income.  If Mr. Denson is terminated without cause, the 
parties may mutually agree to waive the covenant not to compete, and if 
Mr. Denson is terminated for cause, the Company may unilaterally waive 
the covenant. If the covenant is waived, the Company will not be 
required to make the payments described above for the months as to which 
the waiver applies.


Item 5.02     Departure of Directors or Principal Officers; Election of 
              Directors; Appointment of Principal Officers.

On December 28, 2004 Thomas E. Clarke resigned from the NIKE, Inc. Board 
of Directors, which includes resignation from his position on the 
Executive Committee of the Board of Directors.  Dr. Clarke, 53, will 
continue to serve as President of New Business Ventures.


Item 9.01     Financial Statements and Exhibits.

(c)     Exhibits

       10.1     Covenant Not to Compete and Non-Disclosure Agreement, as 
                amended and dated December 28, 2004 between NIKE, Inc. 
                and Mark G. Parker
       10.2     Covenant Not to Compete and Non-Disclosure Agreement, as 
                amended and dated December 28, 2004 between NIKE, Inc. 
                and Charles D. Denson



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized. 

                                     NIKE, Inc.
                                     (Registrant)

                                             /s/ Donald W. Blair
Date: December 30, 2004              By: _______________________________
                                         Donald W. Blair, 
                                         Chief Financial Officer