EXHIBIT 10B

               FRED MEYER, INC. BONUS PLAN DESCRIPTION

                    AS AMENDED TO JANUARY 29, 1994



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 operational
income and corporate pretax income.  Each quarter and year the
Company sets objectives for sales and operational 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 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 expected results.  
A portion of a participant's bonus is generally based on 
his/her department's results, with the balance 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.