EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



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


                                                                      EXHIBIT 24

                                                 POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



                                        RONALD W. BURKLE
                                        ---------------------------------------
                                        Ronald W. Burkle


                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



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


                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



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

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



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


                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



                                        BRUCE KARATZ
                                        ---------------------------------------
                                        Bruce Karatz


                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



                                        JOHN G. KING
                                        ---------------------------------------
                                        John G. King


                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



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

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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:  December 18, 1997.



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


                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



                                        FRED L. SMITH
                                        ---------------------------------------
                                        Fred L. Smith

                                                                      EXHIBIT 24

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, David R. Jessick, and Roger A.
Cooke, and each of them, his true and lawful attorneys and agents, with full
power of substitution and resubstitution for him and in his 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 Debt Securities 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 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: December 18, 1997.



                                        JEFF P. SMITH
                                        ---------------------------------------
                                        Jeff P. Smith