As filed with the Securities and Exchange Commission on March 6, 1998
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ---------------

                                FRED MEYER, INC.
             (Exact name of registrant as specified in its charter)

                                ---------------

              Delaware                                          91-1826443
    (State or other jurisdiction                              (IRS Employer
    of incorporation or organization)                       Identification No.)

    3800 SE 22nd Avenue
    Portland, Oregon                                              97202
    (Address of Principal                                       (Zip Code)
    Executive Offices)

                                ---------------

                Quality Food Centers, Inc. 1997 Stock Option Plan
           Quality Food Centers, Inc. 1987 Incentive Stock Option Plan
           Quality Food Centers, Inc. 1993 Executive Stock Option Plan
                              (Full title of plans)

                                ---------------

                                 Roger A. Cooke
                              Senior Vice President
                          General Counsel and Secretary
                                Fred Meyer, Inc.
                               3800 SE 22nd Avenue
                             Portland, Oregon 97202
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 232-8844

                                    Copy to:

                               Margaret Hill Noto
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
                                                Proposed         Proposed
                                                Maximum          Maximum          Amount
                           Amount               Offering         Aggregate        of Regis-
Title of Securities        to Be                Price Per        Offering         tration
to Be Registered           Registered(1)        Share(1)         Price(1)         Fee
-------------------        -------------        ---------        ---------        ---------
<S>                        <C>                  <C>              <C>              <C>    
Common Stock               3,838,903 Shares     $16.29043948     $62,537,417      $18,449
-------------------------------------------------------------------------------------------

(1)  This Registration Statement registers the following shares:

     Name of Plan                                               Number of Shares
     ------------                                               ----------------
     Quality Food Centers, Inc. 1997 Stock Option
     Plan                                                            847,115

     Quality Food Centers, Inc. 1987 Incentive
     Stock Option Plan                                               966,762

     Quality Food Centers, Inc. 1993 Executive
     Stock Option Plan                                             2,025,026

     TOTAL                                                         3,838,903
</TABLE>

     The proposed maximum offering price per share and the proposed maximum
     aggregate offering price were estimated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) under the
     Securities Act of 1933. The estimated offering prices for the shares to be
     issued under the Quality Food Centers, Inc. plans were calculated based on
     the exercise prices of outstanding options granted under such plans.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents By Reference.
        ----------------------------------------

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     1.   The latest Annual Reports on Form 10-K, as amended, of the Registrant,
          Quality Food Centers, Inc. ("QFC") and Food 4 Less Holdings, Inc.
          ("Food 4 Less"), filed pursuant to Section 13(a) of the Securities
          Exchange Act of 1934, as amended (the "1934 Act");

     2.   All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
          Act since the end of the fiscal year covered by the Annual Reports on
          Form 10-K referred to in (1) above.

     3.   The definitive Joint Proxy and Consent Solicitation
          Statement/Prospectus of the Registrant, QFC and Food 4 Less dated
          January 27, 1998; and

     4.   The description of the Common Stock contained in the Registrant's
          registration statement under section 12 of the 1934 Act including any
          amendment or report updating such description.

     All reports and other documents subsequently filed by the Registrant
pursuant to sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4. Description of Securities.
        --------------------------

     The information contained under the caption "Description of Holdings
Capital Stock" in the Registrant's Joint Proxy Statement/Prospectus dated August
6, 1997, which is part of the Registration Statement on Form S-4 (File No.
333-32927) and was filed by the Registrant with the Commission, attached as
Exhibit 99 to the Registration Statement (the "Joint Proxy Statement/Prospectus
Excerpt") is incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.
        ---------------------------------------

     Not Applicable.


                                      II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
        ------------------------------------------

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware GCL") grants each corporation the power to indemnify officers and
directors under certain circumstances. Article VII.A of the Registrant's
Certificate of Incorporation (the "Certificate") and Article V of the
Registrant's Bylaws (the "Bylaws") provide for indemnification to the fullest
extent permitted by Section 145.

     As authorized by Section 102 of the Delaware GCL, the Registrant has
included in the Certificate a provision eliminating the liability of a director
to the Registrant or its stockholders for monetary damages for breaches of a
director's fiduciary duty to the Registrant. Liability may not be and has not
been limited for breaches of the duty of loyalty, intentional misconduct,
distributions made in contravention of Section 174 of the Delaware GCL or for
any transaction in which a director derives an improper personal benefit.

     The Registrant has a directors and officers liability insurance policy
that, under certain circumstances, insures its directors and officers against
the costs of defense, settlement or payment of a judgment.

     The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any agreement, vote of stockholders or directors or otherwise.

     The Agreement and Plan of Merger (the "QFC Merger Agreement") dated
November 6, 1997, as amended on January 20, 1998, between Quality Food Centers,
Inc., a Washington corporation ("QFC"), and the Registrant, provides that the
Bylaws of QFC (the "QFC Bylaws") after the effective time (the "QFC Merger
Effective Time") of the merger between a subsidiary of the Registrant and QFC
(the "QFC Merger") shall contain provisions no less favorable with respect to
indemnification and exculpation from liability than are set forth in the
Articles of Incorporation of QFC (the "QFC Charter") and QFC Bylaws on the date
of the QFC Merger Agreement, which provisions shall not be amended, repealed or
otherwise modified for a period of six years from the QFC Merger Effective Time
in any manner that would adversely affect the rights thereunder of individuals
who at the QFC Merger Effective Time were directors, officers, employees or
agents of QFC. Without limiting the generality of the foregoing, in the event
any person entitled to indemnification under such provisions becomes involved in
any claim, action, proceeding or investigation after the QFC Merger Effective
Time, QFC shall periodically advance to such person his or her reasonable legal
and other reasonably incurred expenses (including the cost of any investigation
and preparation incurred in connection therewith), subject to such person
providing an undertaking to reimburse all amounts so advanced in the event of a
final non-appealable determination by a court of competent jurisdiction that
such person is not entitled thereto.

     For six years from the QFC Merger Effective Time, the Registrant shall
maintain in effect the current directors' and officers' liability insurance
covering those persons who are


                                      II-2
<PAGE>
currently covered by QFC's directors' and officers' liability insurance policy
to the extent that it provides coverage for events occurring on or prior to the
QFC Merger Effective Time, so long as the annual premium therefor would not be
in excess of 150% of the last annual premium paid prior to the date of the QFC
Merger Agreement (the "QFC Current Premium"). If such premiums for such
insurance would at any time exceed 150% of the QFC Current Premium, then the
Registrant shall cause to be maintained policies of insurance which in the
Registrant's good faith determination, provide the maximum coverage available at
an annual premium equal to 150% of the QFC Current Premium.

     The Bylaws (the "Food 4 Less Bylaws") of Food 4 Less Holdings, Inc., a
Delaware corporation ("Food 4 Less"), after the effective time (the "Food 4 Less
Merger Effective Time") of the merger between a subsidiary of the Registrant and
Food 4 Less (the "Food 4 Less Merger") shall contain provisions no less
favorable with respect to indemnification and exculpation from liability than
were set forth in the Certificate of Incorporation of Food 4 Less (the "Food 4
Less Certificate") and the Food 4 Less Bylaws on the date of the Agreement and
Plan of Merger (the "Food 4 Less Merger Agreement") dated November 6, 1997, as
amended on January 20, 1998, between the Registrant and Food 4 Less, which
provisions shall not be amended, repealed or otherwise modified for a period of
six years from the Food 4 Less Merger Effective Time in any manner that would
adversely affect the rights thereunder of individuals who at the Food 4 Less
Merger Effective Time were directors, officers, employees or agents of Food 4
Less. Without limiting the generality of the foregoing, in the event any person
entitled to indemnification under such provisions becomes involved in any claim,
action, proceeding or investigation after the Food 4 Less Merger Effective Time,
Food 4 Less shall periodically advance to such person his or her reasonable
legal and other reasonably incurred expenses (including the cost of any
investigation and preparation incurred in connection therewith), subject to such
person providing an undertaking to reimburse all amounts so advanced in the
event of a final non-appealable determination by a court of competent
jurisdiction that such person is not entitled thereto.

     For six years from the Food 4 Less Merger Effective Time, the Registrant
shall maintain in effect the current directors' and officers' liability
insurance covering those persons who are currently covered by Food 4 Less'
directors' and officers' liability insurance policy to the extent that it
provides coverage for events occurring on or prior to the Food 4 Less Merger
Effective Time, so long as the annual premium therefor would not be in excess of
150% of the last annual premium paid prior to the date of the Food 4 Less Merger
Agreement (the "Food 4 Less Current Premium"). If such premiums for such
insurance would at any time exceed 150% of the Food 4 Less Current Premium, then
the Registrant shall cause to be maintained policies of insurance which in the
Registrant's good faith determination, provide the maximum coverage available at
any annual premium equal to 150% of the Food 4 Less Current Premium.

Item 7. Exemption From Registration Claimed.
        ------------------------------------

     Not Applicable.


                                      II-3
<PAGE>
Item 8. Exhibits.
        ---------

     5      Opinion of Stoel Rives LLP.

     23.1   Consent of Deloitte & Touche LLP (Portland, Oregon).

     23.2   Consents of Deloitte & Touche LLP (Seattle, Washington).

     23.3   Consents of Arthur Andersen LLP.

     23.4   Consent of Ernst & Young LLP.

     23.5   Consent of Stoel Rives LLP (included in Exhibit 5).

     24     Powers of Attorney.

     99     Joint Proxy Statement/Prospectus Excerpt.

Item 9. Undertakings.
        -------------

     (a) The Registrant will:

          (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

               (i) Include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "Securities Act");

               (ii) Reflect in the prospectus any facts or events which,
          individually or together, represent a fundamental change in the
          information in the registration statement. Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of the securities offered would not exceed
          that which was registered) and any deviation from the low or high end
          of the estimated maximum offering range may be reflected in the form
          of prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and

               (iii) Include any additional or changed material information on
          the plan of distribution.


                                      II-4
<PAGE>
          (2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

          (3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

     (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-5
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of Oregon
on March 6, 1998.

                                      FRED MEYER, INC.


                                      By: ROGER A. COOKE
                                          -------------------------------------
                                          Roger A. Cooke
                                          Senior Vice President, General Counsel
                                          and Secretary


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 6, 1998.

Signature                              Title
---------                              -----

Principal Executive Officer:

* ROBERT G. MILLER                     Chief Executive Officer and
----------------------------------     President, and Director
  Robert G. Miller


Principal Financial and
Accounting Officer:

* DAVID R. JESSICK                     Senior Vice President
----------------------------------     and Chief Financial Officer
  David Jessick


* RONALD W. BURKLE                     Chairman of the Board
----------------------------------     
  Ronald W. Burkle


* VIVIAN A. BULL                       Director
----------------------------------     
  Vivian A. Bull


                                      II-6
<PAGE>
* JAMES J. CURRAN                      Director
----------------------------------     
  James J. Curran


* A. M. GLEASON                        Director
----------------------------------     
  A. M. Gleason


* BRUCE KARATZ                         Director
----------------------------------     
  Bruce Karatz


* JOHN G. KING                         Director
----------------------------------     
  John G. King


* ROGER S. MEIER                       Director
----------------------------------     
  Roger S. Meier


* STEVEN R. ROGEL                      Director
----------------------------------     
  Steven R. Rogel


* FRED L. SMITH                        Director
----------------------------------     
  Fred L. Smith


* JEFFREY P. SMITH                     Director
----------------------------------     
  Jeffrey P. Smith


              *By: ROGER A. COOKE
                   ----------------------------------
                   Roger A. Cooke
                   Attorney-in-Fact


                                      II-7
<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number        Document Description
------        --------------------

  5           Opinion of Stoel Rives LLP.

  23.1        Consent of Deloitte & Touche LLP (Portland, Oregon).

  23.2        Consents of Deloitte & Touche LLP (Seattle, Washington).

  23.3        Consents of Arthur Andersen LLP.

  23.4        Consent of Ernst & Young LLP.

  23.5        Consent of Stoel Rives LLP (included in Exhibit 5).

  24          Powers of Attorney.

  99          Joint Proxy Statement/Prospectus Excerpt.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20699}]
{"company-data": {"conformed-name": "FRED MEYER INC", "cik": "0001043273", "assigned-sic": "5311", "irs-number": "911826443", "state-of-incorporation": "DE", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47523", "film-number": "98559629"}, "business-address": {"street1": "3800 SE 22ND AVENUE", "city": "PORTLAND", "state": "OR", "zip": "97202", "phone": "5032328844"}, "mail-address": {"street1": "3800 SE 22ND AVENUE", "city": "PORTLAND", "state": "OR", "zip": "97202"}, "former-company": {"former-conformed-name": "MEYER SMITH HOLDCO INC", "date-changed": "19970730"}}
As filed with the Securities and Exchange Commission on March 6, 1998
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ---------------

                                FRED MEYER, INC.
             (Exact name of registrant as specified in its charter)

                                ---------------

              Delaware                                          91-1826443
    (State or other jurisdiction                              (IRS Employer
    of incorporation or organization)                       Identification No.)

    3800 SE 22nd Avenue
    Portland, Oregon                                              97202
    (Address of Principal                                       (Zip Code)
    Executive Offices)

                                ---------------

                Quality Food Centers, Inc. 1997 Stock Option Plan
           Quality Food Centers, Inc. 1987 Incentive Stock Option Plan
           Quality Food Centers, Inc. 1993 Executive Stock Option Plan
                              (Full title of plans)

                                ---------------

                                 Roger A. Cooke
                              Senior Vice President
                          General Counsel and Secretary
                                Fred Meyer, Inc.
                               3800 SE 22nd Avenue
                             Portland, Oregon 97202
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 232-8844

                                    Copy to:

                               Margaret Hill Noto
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
                                                Proposed         Proposed
                                                Maximum          Maximum          Amount
                           Amount               Offering         Aggregate        of Regis-
Title of Securities        to Be                Price Per        Offering         tration
to Be Registered           Registered(1)        Share(1)         Price(1)         Fee
-------------------        -------------        ---------        ---------        ---------
Common Stock               3,838,903 Shares     $16.29043948     $62,537,417      $18,449
-------------------------------------------------------------------------------------------

(1)  This Registration Statement registers the following shares:

     Name of Plan                                               Number of Shares
     ------------                                               ----------------
     Quality Food Centers, Inc. 1997 Stock Option
     Plan                                                            847,115

     Quality Food Centers, Inc. 1987 Incentive
     Stock Option Plan                                               966,762

     Quality Food Centers, Inc. 1993 Executive
     Stock Option Plan                                             2,025,026

     TOTAL                                                         3,838,903
The proposed maximum offering price per share and the proposed maximum
     aggregate offering price were estimated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) under the
     Securities Act of 1933. The estimated offering prices for the shares to be
     issued under the Quality Food Centers, Inc. plans were calculated based on
     the exercise prices of outstanding options granted under such plans.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.
        ----------------------------------------

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     1.   The latest Annual Reports on Form 10-K, as amended, of the Registrant,
          Quality Food Centers, Inc. ("QFC") and Food 4 Less Holdings, Inc.
          ("Food 4 Less"), filed pursuant to Section 13(a) of the Securities
          Exchange Act of 1934, as amended (the "1934 Act");

     2.   All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
          Act since the end of the fiscal year covered by the Annual Reports on
          Form 10-K referred to in (1) above.

     3.   The definitive Joint Proxy and Consent Solicitation
          Statement/Prospectus of the Registrant, QFC and Food 4 Less dated
          January 27, 1998; and

     4.   The description of the Common Stock contained in the Registrant's
          registration statement under section 12 of the 1934 Act including any
          amendment or report updating such description.

     All reports and other documents subsequently filed by the Registrant
pursuant to sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4. Description of Securities.
        --------------------------

     The information contained under the caption "Description of Holdings
Capital Stock" in the Registrant's Joint Proxy Statement/Prospectus dated August
6, 1997, which is part of the Registration Statement on Form S-4 (File No.
333-32927) and was filed by the Registrant with the Commission, attached as
Exhibit 99 to the Registration Statement (the "Joint Proxy Statement/Prospectus
Excerpt") is incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.
        ---------------------------------------

     Not Applicable.

                                      II-1
Item 6. Indemnification of Directors and Officers.
        ------------------------------------------

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware GCL") grants each corporation the power to indemnify officers and
directors under certain circumstances. Article VII.A of the Registrant's
Certificate of Incorporation (the "Certificate") and Article V of the
Registrant's Bylaws (the "Bylaws") provide for indemnification to the fullest
extent permitted by Section 145.

     As authorized by Section 102 of the Delaware GCL, the Registrant has
included in the Certificate a provision eliminating the liability of a director
to the Registrant or its stockholders for monetary damages for breaches of a
director's fiduciary duty to the Registrant. Liability may not be and has not
been limited for breaches of the duty of loyalty, intentional misconduct,
distributions made in contravention of Section 174 of the Delaware GCL or for
any transaction in which a director derives an improper personal benefit.

     The Registrant has a directors and officers liability insurance policy
that, under certain circumstances, insures its directors and officers against
the costs of defense, settlement or payment of a judgment.

     The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any agreement, vote of stockholders or directors or otherwise.

     The Agreement and Plan of Merger (the "QFC Merger Agreement") dated
November 6, 1997, as amended on January 20, 1998, between Quality Food Centers,
Inc., a Washington corporation ("QFC"), and the Registrant, provides that the
Bylaws of QFC (the "QFC Bylaws") after the effective time (the "QFC Merger
Effective Time") of the merger between a subsidiary of the Registrant and QFC
(the "QFC Merger") shall contain provisions no less favorable with respect to
indemnification and exculpation from liability than are set forth in the
Articles of Incorporation of QFC (the "QFC Charter") and QFC Bylaws on the date
of the QFC Merger Agreement, which provisions shall not be amended, repealed or
otherwise modified for a period of six years from the QFC Merger Effective Time
in any manner that would adversely affect the rights thereunder of individuals
who at the QFC Merger Effective Time were directors, officers, employees or
agents of QFC. Without limiting the generality of the foregoing, in the event
any person entitled to indemnification under such provisions becomes involved in
any claim, action, proceeding or investigation after the QFC Merger Effective
Time, QFC shall periodically advance to such person his or her reasonable legal
and other reasonably incurred expenses (including the cost of any investigation
and preparation incurred in connection therewith), subject to such person
providing an undertaking to reimburse all amounts so advanced in the event of a
final non-appealable determination by a court of competent jurisdiction that
such person is not entitled thereto.

     For six years from the QFC Merger Effective Time, the Registrant shall
maintain in effect the current directors' and officers' liability insurance
covering those persons who are

                                      II-2
currently covered by QFC's directors' and officers' liability insurance policy
to the extent that it provides coverage for events occurring on or prior to the
QFC Merger Effective Time, so long as the annual premium therefor would not be
in excess of 150% of the last annual premium paid prior to the date of the QFC
Merger Agreement (the "QFC Current Premium"). If such premiums for such
insurance would at any time exceed 150% of the QFC Current Premium, then the
Registrant shall cause to be maintained policies of insurance which in the
Registrant's good faith determination, provide the maximum coverage available at
an annual premium equal to 150% of the QFC Current Premium.

     The Bylaws (the "Food 4 Less Bylaws") of Food 4 Less Holdings, Inc., a
Delaware corporation ("Food 4 Less"), after the effective time (the "Food 4 Less
Merger Effective Time") of the merger between a subsidiary of the Registrant and
Food 4 Less (the "Food 4 Less Merger") shall contain provisions no less
favorable with respect to indemnification and exculpation from liability than
were set forth in the Certificate of Incorporation of Food 4 Less (the "Food 4
Less Certificate") and the Food 4 Less Bylaws on the date of the Agreement and
Plan of Merger (the "Food 4 Less Merger Agreement") dated November 6, 1997, as
amended on January 20, 1998, between the Registrant and Food 4 Less, which
provisions shall not be amended, repealed or otherwise modified for a period of
six years from the Food 4 Less Merger Effective Time in any manner that would
adversely affect the rights thereunder of individuals who at the Food 4 Less
Merger Effective Time were directors, officers, employees or agents of Food 4
Less. Without limiting the generality of the foregoing, in the event any person
entitled to indemnification under such provisions becomes involved in any claim,
action, proceeding or investigation after the Food 4 Less Merger Effective Time,
Food 4 Less shall periodically advance to such person his or her reasonable
legal and other reasonably incurred expenses (including the cost of any
investigation and preparation incurred in connection therewith), subject to such
person providing an undertaking to reimburse all amounts so advanced in the
event of a final non-appealable determination by a court of competent
jurisdiction that such person is not entitled thereto.

     For six years from the Food 4 Less Merger Effective Time, the Registrant
shall maintain in effect the current directors' and officers' liability
insurance covering those persons who are currently covered by Food 4 Less'
directors' and officers' liability insurance policy to the extent that it
provides coverage for events occurring on or prior to the Food 4 Less Merger
Effective Time, so long as the annual premium therefor would not be in excess of
150% of the last annual premium paid prior to the date of the Food 4 Less Merger
Agreement (the "Food 4 Less Current Premium"). If such premiums for such
insurance would at any time exceed 150% of the Food 4 Less Current Premium, then
the Registrant shall cause to be maintained policies of insurance which in the
Registrant's good faith determination, provide the maximum coverage available at
any annual premium equal to 150% of the Food 4 Less Current Premium.

Item 7. Exemption From Registration Claimed.
        ------------------------------------

     Not Applicable.

                                      II-3
Item 8. Exhibits.
        ---------

     5      Opinion of Stoel Rives LLP.

     23.1   Consent of Deloitte & Touche LLP (Portland, Oregon).

     23.2   Consents of Deloitte & Touche LLP (Seattle, Washington).

     23.3   Consents of Arthur Andersen LLP.

     23.4   Consent of Ernst & Young LLP.

     23.5   Consent of Stoel Rives LLP (included in Exhibit 5).

     24     Powers of Attorney.

     99     Joint Proxy Statement/Prospectus Excerpt.

Item 9. Undertakings.
        -------------

     (a) The Registrant will:

          (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

               (i) Include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "Securities Act");

               (ii) Reflect in the prospectus any facts or events which,
          individually or together, represent a fundamental change in the
          information in the registration statement. Notwithstanding the
          foregoing, any increase or decrease in volume of securities offered
          (if the total dollar value of the securities offered would not exceed
          that which was registered) and any deviation from the low or high end
          of the estimated maximum offering range may be reflected in the form
          of prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and

               (iii) Include any additional or changed material information on
          the plan of distribution.

                                      II-4
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

          (3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

     (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Portland, State of Oregon
on March 6, 1998.

                                      FRED MEYER, INC.

                                      By: ROGER A. COOKE
                                          -------------------------------------
                                          Roger A. Cooke
                                          Senior Vice President, General Counsel
                                          and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 6, 1998.

Signature                              Title
---------                              -----

Principal Executive Officer:

* ROBERT G. MILLER                     Chief Executive Officer and
----------------------------------     President, and Director
  Robert G. Miller

Principal Financial and
Accounting Officer:

* DAVID R. JESSICK                     Senior Vice President
----------------------------------     and Chief Financial Officer
  David Jessick

* RONALD W. BURKLE                     Chairman of the Board
----------------------------------     
  Ronald W. Burkle

* VIVIAN A. BULL                       Director
----------------------------------     
  Vivian A. Bull

                                      II-6
* JAMES J. CURRAN                      Director
----------------------------------     
  James J. Curran

* A. M. GLEASON                        Director
----------------------------------     
  A. M. Gleason

* BRUCE KARATZ                         Director
----------------------------------     
  Bruce Karatz

* JOHN G. KING                         Director
----------------------------------     
  John G. King

* ROGER S. MEIER                       Director
----------------------------------     
  Roger S. Meier

* STEVEN R. ROGEL                      Director
----------------------------------     
  Steven R. Rogel

* FRED L. SMITH                        Director
----------------------------------     
  Fred L. Smith

* JEFFREY P. SMITH                     Director
----------------------------------     
  Jeffrey P. Smith

              *By: ROGER A. COOKE
                   ----------------------------------
                   Roger A. Cooke
                   Attorney-in-Fact

                                      II-7
EXHIBIT INDEX

Exhibit
Number        Document Description
------        --------------------

  5           Opinion of Stoel Rives LLP.

  23.1        Consent of Deloitte & Touche LLP (Portland, Oregon).

  23.2        Consents of Deloitte & Touche LLP (Seattle, Washington).

  23.3        Consents of Arthur Andersen LLP.

  23.4        Consent of Ernst & Young LLP.

  23.5        Consent of Stoel Rives LLP (included in Exhibit 5).

  24          Powers of Attorney.

  99          Joint Proxy Statement/Prospectus Excerpt.