EXHIBIT (5)(23B)










                             September 24, 1996



Fred Meyer, Inc.
3800 SE 22nd Avenue
Portland, OR 97202

     We have acted as counsel for Fred Meyer, Inc. (The "Company") in
connection with the filing of a Registration Statement on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933, as amended,
covering 32,146 shares of Common Stock, $.01 par value, of the Company
(the "Shares") to be offered for the account of a selling stockholder of
the Company (the "Selling Stockholder"). We have reviewed the corporate
action of the Company in connection with this matter and have examined the
documents, corporate records and other instruments we deemed necessary for
the purpose of this opinion.

     Based upon the foregoing, it is our opinion that:

     (i)  The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware;

    (ii)  The Shares are duly authorized shares of Common Stock of the
Company,

   (iii)  The 32,146 shares to be offered for the account of the Selling
Stockholder are legally issued, fully paid and nonassessable.

     We hereby consent to the use of our name in the Registration Statement
and in the Prospectus filed as part thereof and to the filing of this
opinion as an exhibit to the Registration Statement.

                                       Very truly yours,


                                       STOEL RIVES LLP