Exhibit 24

                                POWER OF ATTORNEY
                                      (S-3)


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-3
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Fred Meyer, Inc., and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Dated: July 14, 1997.



                                       DAVID R. JESSICK
                                       -----------------------------------------
                                       David R. Jessick

                                                                      Exhibit 24

                                POWER OF ATTORNEY
                                      (S-3)


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-3
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Fred Meyer, Inc., and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Dated: July 14, 1997.



                                       ROBERT G. MILLER
                                       -----------------------------------------
                                       Robert G. Miller

                                                                      Exhibit 24

                                POWER OF ATTORNEY
                                      (S-3)


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-3
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Fred Meyer, Inc., and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Dated: July 14, 1997.



                                       THOMAS R. HUGHES
                                       -----------------------------------------
                                       Thomas R. Hughes

                                                                      Exhibit 24

                                POWER OF ATTORNEY
                                      (S-3)


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-3
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Fred Meyer, Inc., and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Dated: July 14, 1997.



                                       JAMES J. CURRAN
                                       -----------------------------------------
                                       James J. Curran

                                                                      Exhibit 24

                                POWER OF ATTORNEY
                                      (S-3)


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-3
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Fred Meyer, Inc., and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Dated: July 14, 1997.



                                       A.M. GLEASON
                                       -----------------------------------------
                                       A.M. Gleason

                                                                      Exhibit 24

                                POWER OF ATTORNEY
                                      (S-3)


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-3
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Fred Meyer, Inc., and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Dated: July 14, 1997.


                                       ROGER S. MEIER
                                       -----------------------------------------
                                       Roger S. Meier

                                                                      Exhibit 24

                                POWER OF ATTORNEY
                                      (S-3)


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-3
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Fred Meyer, Inc., and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Dated: July 14, 1997.



                                       VIVIAN A. BULL
                                       -----------------------------------------
                                       Vivian A. Bull

                                                                      Exhibit 24

                                POWER OF ATTORNEY
                                      (S-3)


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each of
them, the undersigned's true and lawful attorneys and agents, with full power of
substitution and resubstitution for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign one or more Form S-3
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance and/or sale of shares of Common Stock of Fred Meyer, Inc., and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission; granting unto said
attorneys and agents, and each of them, full power and authority to do any and
all acts and things necessary or advisable to be done, as fully and to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys and agents or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Dated: July 14, 1997.



                                       STEVEN R. ROGEL
                                       -----------------------------------------
                                       Steven R. Rogel