EXHIBIT 99.2

    KROGER TO MERGE WITH FRED MEYER TO CREATE THE NATION S LARGEST
         SUPERMARKET COMPANY WITH ANNUAL SALES OF $43 BILLION

Combination Will Have Broadest Geographic Coverage And Widest       
Spectrum Of Retail 

Formats, Substantial Economies Of Scale And Increased Purchasing    
Power


     Cincinnati, OH and Portland, OR, October 19, 1998 -- The
Kroger Co. (NYSE: KR) and Fred Meyer, Inc. (NYSE: FMY) today
announced a strategic merger that will create the nation s largest
supermarket company.  The combination will have the broadest
geographic coverage and widest spectrum of formats in the food
retailing industry, ranging from multi-department stores to
convenience stores.

     The combined company, which will be named The Kroger Co. and
headquartered in Cincinnati, will benefit from substantial
economies of scale and increased purchasing power, with annual
sales of approximately $43 billion, approximately 2,200
supermarkets in 31 states, and approximately 300,000 employees.

     Under the terms of the definitive merger agreement unanimously
approved by the Boards of Directors of both companies, Fred Meyer
shareholders will receive one newly issued share of Kroger common
stock for each Fred Meyer common share.  Fred Meyer shareholders
will own approximately 38% of the combined company.  Based on last
Friday s closing price of Kroger shares, the transaction has a
value of approximately $13 billion including assumed debt.  The
transaction will be accounted for as a pooling of interests and is
expected to be tax-free to shareholders.  It is expected to close
in early 1999 subject to approval of Kroger and Fred Meyer
shareholders, antitrust clearance and customary closing conditions.

     The transaction should be neutral to Kroger s earnings per
share in fiscal 1999 and significantly accretive in subsequent
years, excluding merger related costs.  On a cash flow basis, the
transaction is expected to be immediately accretive.

     Kroger Chairman and Chief Executive Officer Joseph A. Pichler
said, "We are very excited about joining with Fred Meyer to create
the largest supermarket company in America.  This is a powerful
strategic combination.  Together we will have the #1 or #2 market
share in 33 of the nation s largest markets.  Fred Meyer s strength
in fast-growing Western markets will complement Kroger s leading
position in the Midwest and Southeast.  We will achieve economies
of scale by leveraging purchasing, information technology,
manufacturing and distribution across a much larger store base."

     Pichler will be Chairman and Chief Executive Officer of the
combined company.  Ronald W. Burkle, Chairman of Fred Meyer, will
become Chairman of the Executive Committee of Kroger s Board of
Directors.  Robert G. Miller, Vice Chairman and Chief Executive
Officer of Fred Meyer, will become Vice Chairman and Chief
Operating Officer of Kroger.  David Dillon continues as President
of Kroger.  Burkle, Miller and four other Fred Meyer nominees will
join the Kroger Board, which will expand from 13 to 19 directors. 
Burkle and Miller have agreed to vote their shares in favor of the
transaction.  

     Kroger plans to generate annual cost savings of approximately
$225 million within three years, including approximately $75
million in the first year.  Kroger plans to generate these savings
through combined procurement of goods and services, reduced
corporate overhead, in-market synergies, and consolidation of
support services.  

     Kroger will assume the outstanding debt of Fred Meyer and has
been informed by Standard & Poor s that it will maintain its
investment grade credit rating.  Kroger has also rescinded its
share repurchase program.  Kroger and Fred Meyer have entered into
cross options under which each company has been granted an option
to purchase up to 19.9% of the other company's common stock under
certain conditions.  

     Ronald Burkle said, "I have been a longtime believer in
consolidation in the supermarket industry.  Kroger and Fred Meyer
represent the ultimate strategic combination, creating a truly
national company."

     Robert Miller said, "Both companies enter this combination
from positions of strength, having consistently achieved their
growth targets while increasing efficiencies and improving margins.
This is a win/win for both companies, our shareholders, customers
and employees.  Fred Meyer shareholders will receive Kroger stock
on a tax-free basis and benefit from the upside potential of the
combination.  Kroger shareholders will benefit from Fred Meyer's
premier retail outlets with leading shares in fast-growing markets,
distribution centers and plant operations.  I am looking forward to
working with Joe Pichler and our teams to ensure a smooth
transition and successful integration of our two companies so that
we remain focused on serving our expanded markets and creating
shareholder value.  We have similar management philosophies and
corporate cultures, and the talented employees of both companies
will benefit from being part of a larger organization with minimal
geographic overlap and increased growth opportunities."

     Goldman Sachs is financial advisor to Kroger.  Salomon Smith
Barney and Donaldson, Lufkin & Jenrette served as financial
advisors to Fred Meyer.

     Fred Meyer, Inc., headquartered in Portland, Oregon, is one of
the nation's largest food and drug retailers, with annual sales of
approximately $15 billion.  The company operates approximately 800
food and general merchandise stores in 12 western states from
Alaska to Texas.

     The Kroger Co., headquartered in Cincinnati, Ohio, is the
largest retail grocery chain in the United States.  Kroger operates
1,398 food stores, 802 convenience stores and has annual sales of
approximately $28 billion.  Kroger also operates 34 manufacturing
facilities that manufacture products for sale in all Kroger
divisions, as well as to external customers.  

     This press release includes forward-looking statements which
are subject to risks and uncertainties.  Actual results might
differ materially from those projected in the forward-looking
statements.  Additional information concerning factors that could
cause actual results to materially differ from those in the
forward-looking statements is contained in the Securities and
Exchange Commission filings of both companies.