As filed with the Securities and Exchange Commission on September 9, 1997
                                                      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.
                    (Formerly named Meyer-Smith Holdco, 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)

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

                FM Stores, Inc. Amended 1990 Stock Incentive Plan
                     FM Stores, Inc. 1983 Stock Option Plan
  Smith's Food & Drug Centers, Inc. Amended and Restated 1989 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
<PAGE>
                                    Copy to:

                               Margaret Hill Noto
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268

<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              3,377,922 Shares    $24.04        $80,188,901.88   $24,299.67
- ---------------------------------------------------------------------------------------

(1)  This Registration Statement registers the following shares:

     Name of Plan                                               Number of Shares
     ------------                                               ----------------

     FM Stores, Inc. Amended 1990 Stock
     Incentive Plan                                                 2,411,739

     FM Stores, Inc. 1983 Stock Option Plan                           169,427

     Smith's Food & Drug Centers, Inc. Amended
     and Restated 1989 Stock Option Plan                              796,756

     TOTAL                                                          3,377,922

     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 FM Stores, Inc. and Smith's Food & Drug Centers, Inc.
     plans were calculated based on the exercise prices of outstanding options
     granted under such plans.
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

      The following documents filed by Fred Meyer, Inc. (the "Registrant") with
the Securities and Exchange Commission are incorporated herein by reference:

          (a) The Registrant's and its predecessors' latest annual reports filed
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     or the latest prospectus filed pursuant to rule 424(b) under the Securities
     Act of 1933 that contains audited financial statements for the Registrant's
     or its predecessors' latest fiscal year for which such statements have been
     filed.

          (b) All other reports of the Registrant and its predecessors filed
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     since the end of the fiscal year covered by the annual report or prospectus
     referred to in (a) above.

          (c) The description of the Common Stock contained in a registration
     statement filed under Section 12 of the Securities Exchange Act of 1934,
     including any amendment or report filed for the purpose of updating such
     description.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, 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 Securities and Exchange
Commission, attached as Exhibit 99 hereto (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 Reorganization and Merger (the "Merger
Agreement") dated May 11, 1997 between Smith's Food & Drug Centers, Inc., a
Delaware corporation ("Smith's"), and Fred Meyer, Inc., a Delaware corporaiton
which has subsequently been renamed FM Stores, Inc. ("Fred Meyer"), provides
that, from and after the time at which the merger (the "Merger") becomes
effective (the "Effective Time"), the Registrant will indemnify, defend and hold
harmless the current and former directors, officers and employees of Smith's,
Fred Meyer and their respective subsidiaries (each, an "Indemnified Party")
against all costs or expenses (including reasonable attorneys' fees), judgments,
fines, losses, claims, damages or liabilities incurred in connection with any
claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of actions or omissions occurring
at or prior to the Effective Time (including, without limitation, the
transactions contemplated by the Merger Agreement and the Voting Agreements) to
the fullest extent that such persons are indemnified under the laws of the State
of Delaware and the certificates of incorporation and bylaws, as in effect on
the date thereof, of Smith's, Fred Meyer and their respective subsidiaries or
any existing indemnification agreement with either Fred Meyer or Smith's, and
during such period, the Registrant shall advance expenses (including expenses
related to enforcing the indemnity under the Merger Agreement) as incurred to
the fullest extent permitted under applicable law, provided that the person to
whom expenses are advanced provides an undertaking to repay such advances if it
is ultimately determined that such person is not entitled to indemnification
with no bond or security to be required. Any determination required to be made
with respect to whether an officer's or director's conduct complies with the


                                      II-2
<PAGE>
standards set forth under Delaware law and any such certificate of incorporation
or bylaws shall be made by independent counsel (which shall not be counsel that
provides material services to the Registrant or its subsidiaries) selected by
the Registrant and reasonably acceptable to such officer or director; provided,
that in the absence of applicable Delaware judicial precedent to the contrary,
such counsel, in making such determination, shall presume such officer's or
director's conduct complied with such standard and the Registrant shall have the
burden to demonstrate that such officer's or director's conduct failed to comply
with such standard.

     In addition, the Merger Agreement provides that for a period of five years
after the Effective Time, the Registrant will maintain officers' and directors'
liability insurance covering the Indemnified Parties who are covered, in their
capacities as current or former officers and directors, by Smith's or Fred
Meyer's existing officers' and directors' liability insurance policies on terms
substantially no less advantageous to such Indemnified Parties than such
existing insurance. Additionally, the Registrant is required to keep in effect
provisions in its certificate of incorporation and bylaws providing for
exculpation of director and officer liability and its indemnification of the
indemnified parties to the fullest extent permitted under the Delaware GCL,
which provisions will not be amended except as required by applicable law or
except to make changes permitted by law that would enlarge the Indemnified
Parties' right of indemnification.

     Pursuant to the Fred Meyer certificate of incorporation ("Fred Meyer
Certificate") and bylaws ("Fred Meyer Bylaws"), Fred Meyer is obligated to
indemnify its current and former directors and officers (the "Fred Meyer
Indemnified Parties") to the fullest extent permitted under applicable law. Fred
Meyer also maintains directors' and officers' liability insurance covering the
Fred Meyer Indemnified Parties in their capacities as directors and officers of
Fred Meyer.

     Upon consummation of the Merger, the Registrant will be obligated to
indemnify the Fred Meyer Indemnified Parties to the fullest extent that the Fred
Meyer Indemnified Parties are indemnified by Fred Meyer pursuant to the
provisions of the Fred Meyer Certificate and the Fred Meyer Bylaws. In addition,
for a period of five years after the Effective Time, the Registrant will
maintain officers' and directors' liability insurance covering the Fred Meyer
Indemnified Parties on terms substantially no less advantageous to the Fred
Meyer Indemnified Parties than such existing insurance.

     Smith's has entered into Indemnification Agreements (the "Smith's
Indemnification Agreements") with its current and former directors and officers
(the "Smith's Indemnified Parties") which provide that Smith's shall indemnify
the Smith's Indemnified Parties, to the fullest extent permitted under
applicable law and Smith's certificate of incorporation and bylaws, against all
liabilities incurred by reason of such person's status as a director or officer
of Smith's. In addition, Smith's maintains directors' and officers' liability
insurance covering the Smith's Indemnified Parties in their capacities as
directors and officers of Smith's.


                                      II-3
<PAGE>
     Upon consummation of the Merger, the Registrant will be obligated to
indemnify the Smith's Indemnified Parties to the fullest extent that the Smith's
Indemnified Parties are indemnified by Smith's pursuant to the provisions of the
Smith's Indemnification Agreements. In addition, for a period of five years
after the Effective Time, the Registrant will maintain officers' and directors'
liability insurance covering the Smith's Indemnified Parties on terms
substantially no less advantageous to the Smith's Indemnified Parties than such
existing insurance.

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

     Not Applicable.

Item 8.  Exhibits.
         ---------

    5    Opinion of Stoel Rives LLP.

   23.1  Consent of Deloitte & Touche LLP.

   23.2  Consent of Ernst & Young LLP.

   23.3  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


                                      II-4
<PAGE>
          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.

          (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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 September 9, 1997.

                                     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 September 9, 1997.

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


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


* RONALD W. BURKLE                     Director
- ----------------------------------
  Ronald W. Burkle


                                      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.

 23.2         Consent of Ernst & Young LLP.

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

 24           Powers of Attorney.

 99           Joint Proxy Statement/Prospectus Excerpt.


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21584}]
{"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", "file-number": "333-35199", "film-number": "97677292"}, "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 September 9, 1997
                                                      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.
                    (Formerly named Meyer-Smith Holdco, 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)

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

                FM Stores, Inc. Amended 1990 Stock Incentive Plan
                     FM Stores, Inc. 1983 Stock Option Plan
  Smith's Food & Drug Centers, Inc. Amended and Restated 1989 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              3,377,922 Shares    $24.04        $80,188,901.88   $24,299.67
- ---------------------------------------------------------------------------------------

(1)  This Registration Statement registers the following shares:

     Name of Plan                                               Number of Shares
     ------------                                               ----------------

     FM Stores, Inc. Amended 1990 Stock
     Incentive Plan                                                 2,411,739

     FM Stores, Inc. 1983 Stock Option Plan                           169,427

     Smith's Food & Drug Centers, Inc. Amended
     and Restated 1989 Stock Option Plan                              796,756

     TOTAL                                                          3,377,922

     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 FM Stores, Inc. and Smith's Food & Drug 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 by Fred Meyer, Inc. (the "Registrant") with
the Securities and Exchange Commission are incorporated herein by reference:

          (a) The Registrant's and its predecessors' latest annual reports filed
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     or the latest prospectus filed pursuant to rule 424(b) under the Securities
     Act of 1933 that contains audited financial statements for the Registrant's
     or its predecessors' latest fiscal year for which such statements have been
     filed.

          (b) All other reports of the Registrant and its predecessors filed
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     since the end of the fiscal year covered by the annual report or prospectus
     referred to in (a) above.

          (c) The description of the Common Stock contained in a registration
     statement filed under Section 12 of the Securities Exchange Act of 1934,
     including any amendment or report filed for the purpose of updating such
     description.

     All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, 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 Securities and Exchange
Commission, attached as Exhibit 99 hereto (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 Reorganization and Merger (the "Merger
Agreement") dated May 11, 1997 between Smith's Food & Drug Centers, Inc., a
Delaware corporation ("Smith's"), and Fred Meyer, Inc., a Delaware corporaiton
which has subsequently been renamed FM Stores, Inc. ("Fred Meyer"), provides
that, from and after the time at which the merger (the "Merger") becomes
effective (the "Effective Time"), the Registrant will indemnify, defend and hold
harmless the current and former directors, officers and employees of Smith's,
Fred Meyer and their respective subsidiaries (each, an "Indemnified Party")
against all costs or expenses (including reasonable attorneys' fees), judgments,
fines, losses, claims, damages or liabilities incurred in connection with any
claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, arising out of actions or omissions occurring
at or prior to the Effective Time (including, without limitation, the
transactions contemplated by the Merger Agreement and the Voting Agreements) to
the fullest extent that such persons are indemnified under the laws of the State
of Delaware and the certificates of incorporation and bylaws, as in effect on
the date thereof, of Smith's, Fred Meyer and their respective subsidiaries or
any existing indemnification agreement with either Fred Meyer or Smith's, and
during such period, the Registrant shall advance expenses (including expenses
related to enforcing the indemnity under the Merger Agreement) as incurred to
the fullest extent permitted under applicable law, provided that the person to
whom expenses are advanced provides an undertaking to repay such advances if it
is ultimately determined that such person is not entitled to indemnification
with no bond or security to be required. Any determination required to be made
with respect to whether an officer's or director's conduct complies with the

                                      II-2
standards set forth under Delaware law and any such certificate of incorporation
or bylaws shall be made by independent counsel (which shall not be counsel that
provides material services to the Registrant or its subsidiaries) selected by
the Registrant and reasonably acceptable to such officer or director; provided,
that in the absence of applicable Delaware judicial precedent to the contrary,
such counsel, in making such determination, shall presume such officer's or
director's conduct complied with such standard and the Registrant shall have the
burden to demonstrate that such officer's or director's conduct failed to comply
with such standard.

     In addition, the Merger Agreement provides that for a period of five years
after the Effective Time, the Registrant will maintain officers' and directors'
liability insurance covering the Indemnified Parties who are covered, in their
capacities as current or former officers and directors, by Smith's or Fred
Meyer's existing officers' and directors' liability insurance policies on terms
substantially no less advantageous to such Indemnified Parties than such
existing insurance. Additionally, the Registrant is required to keep in effect
provisions in its certificate of incorporation and bylaws providing for
exculpation of director and officer liability and its indemnification of the
indemnified parties to the fullest extent permitted under the Delaware GCL,
which provisions will not be amended except as required by applicable law or
except to make changes permitted by law that would enlarge the Indemnified
Parties' right of indemnification.

     Pursuant to the Fred Meyer certificate of incorporation ("Fred Meyer
Certificate") and bylaws ("Fred Meyer Bylaws"), Fred Meyer is obligated to
indemnify its current and former directors and officers (the "Fred Meyer
Indemnified Parties") to the fullest extent permitted under applicable law. Fred
Meyer also maintains directors' and officers' liability insurance covering the
Fred Meyer Indemnified Parties in their capacities as directors and officers of
Fred Meyer.

     Upon consummation of the Merger, the Registrant will be obligated to
indemnify the Fred Meyer Indemnified Parties to the fullest extent that the Fred
Meyer Indemnified Parties are indemnified by Fred Meyer pursuant to the
provisions of the Fred Meyer Certificate and the Fred Meyer Bylaws. In addition,
for a period of five years after the Effective Time, the Registrant will
maintain officers' and directors' liability insurance covering the Fred Meyer
Indemnified Parties on terms substantially no less advantageous to the Fred
Meyer Indemnified Parties than such existing insurance.

     Smith's has entered into Indemnification Agreements (the "Smith's
Indemnification Agreements") with its current and former directors and officers
(the "Smith's Indemnified Parties") which provide that Smith's shall indemnify
the Smith's Indemnified Parties, to the fullest extent permitted under
applicable law and Smith's certificate of incorporation and bylaws, against all
liabilities incurred by reason of such person's status as a director or officer
of Smith's. In addition, Smith's maintains directors' and officers' liability
insurance covering the Smith's Indemnified Parties in their capacities as
directors and officers of Smith's.

                                      II-3
Upon consummation of the Merger, the Registrant will be obligated to
indemnify the Smith's Indemnified Parties to the fullest extent that the Smith's
Indemnified Parties are indemnified by Smith's pursuant to the provisions of the
Smith's Indemnification Agreements. In addition, for a period of five years
after the Effective Time, the Registrant will maintain officers' and directors'
liability insurance covering the Smith's Indemnified Parties on terms
substantially no less advantageous to the Smith's Indemnified Parties than such
existing insurance.

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

     Not Applicable.

Item 8.  Exhibits.
         ---------

    5    Opinion of Stoel Rives LLP.

   23.1  Consent of Deloitte & Touche LLP.

   23.2  Consent of Ernst & Young LLP.

   23.3  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

                                      II-4
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.

          (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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 September 9, 1997.

                                     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 September 9, 1997.

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

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

* RONALD W. BURKLE                     Director
- ----------------------------------
  Ronald W. Burkle

                                      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.

 23.2         Consent of Ernst & Young LLP.

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

 24           Powers of Attorney.

 99           Joint Proxy Statement/Prospectus Excerpt.

                                      II-8