EXHIBIT 10-B

             FRED MEYER, INC. BONUS PLAN DESCRIPTION

                  AS AMENDED TO JANUARY 28, 1995



INTRODUCTION:

     The Fred Meyer, Inc. Bonus Plan compensates selected employees
based on goals and objectives determined periodically by the Company. 
Under the Bonus Plan, bonuses are allocated based on programs
prescribed for each of two categories of participants:  (1) Regional
and Store bonusable participants, and (2) all other bonusable
participants.

REGIONAL AND STORE BONUSABLE PARTICIPANTS PROGRAM:

     Awards for regional and store bonusable participants are based
upon predetermined and preapproved objectives for store contribution
income and corporate pretax income.  Each quarter and year the Company
sets objectives for sales, contribution income and pretax income based
upon the Company's projections, each region/store manager's projections
and historical results.  These objectives are reviewed and approved by
the Company's Compensation Committee.  The actual bonus awarded each
quarter and for the year is based on a predefined percentage of the
participant's regular salary for the year, as adjusted for actual
versus budgeted results.  Budgeted results give rise to a target bonus,
while greater than budgeted results give rise to a larger bonus (up to
237.5 percent of target bonus), and lower than budgeted results will
result in a smaller bonus (as low as 0 percent of target bonus).  A
portion of each participant's bonus is generally calculated on how well
the participant's area of responsibility does, and a smaller portion
is based on how well the Company does.  The Company portion is capped
at 200 percent and the store/region portion is capped at 250 percent.

ALL OTHER BONUSABLE PARTICIPANTS PROGRAM:

     The program applicable to all other management/ supervisory and
other bonusable participants not included in the regional and store
program is based on the following formula:  The bonus paid is based on
the Company's objectives for sales, pretax income, and various
departmental budgets as prepared by the department's management, and
approved by the Compensation Committee.  The bonus amount paid is
determined as a percentage of each participant's salary (target bonus),
adjusted upward or downward based on performance.  Participants can
achieve a maximum of 200 percent of their target bonus for exceeding
their performance goals or a minimum of 0 percent of target bonus for
lower than predefined results.  A portion of a participant's bonus is
generally based on his/her department's results, with the larger portion
based on the Company's pretax income results.  Both the department and
Company portion is capped at 200 percent.  Twenty percent of the target
bonus of the Chairman, the President and all Senior Vice Presidents is
deferred into the Company's Capital Bonus Plan.  The Capital Bonus Plan
measures the return on assets invested in new stores and major remodels
to determine the actual payment of the deferred portion of the
participant's bonus.  Payments are made after the second and third full
years' results under that Plan.


YEAR-END REVIEW AND PAYMENT:

     Bonuses are generally paid in April following the year in which
performance goals are measured.  The Compensation Committee approves
the final amount of total bonuses to be paid and the amount paid to
executive officers prior to such payment.  The Compensation Committee
of the Board of Directors can approve discretionary amounts resulting
from unusual circumstances affecting the Company.

SUPERIOR PERFORMANCE BONUS PLAN:

     Vice Presidents, Senior Vice Presidents, the Chief Operating
Officer and Chief Executive Officer are eligible to receive stock
bonuses based on the Company achieving superior performance levels as
approved in advance by the Compensation Committee of the Board of
Directors.  The number of shares paid as a bonus, which vest one-third
per year over a three-year period, is based on the ratio of shareholder
value added as a percent of total assets.