EXHIBIT 24

                        POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned, an
officer and/or director of Fred Meyer, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint
Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each
of them, his true and lawful attorney and agent, to do any and
all acts and things and execute in his name as an officer or
director of the Company the Annual Report on Form 10-K for the
year ended January 29, 1994 and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.  Any one of said
attorneys or agents shall have, and may exercise, all powers
conferred.

          IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney this 12th day of April, 1994.


                                   SAUL A. FOX
                                   ----------------------------------
                                   Saul A. Fox


                        POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned, an
officer and/or director of Fred Meyer, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint
Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each
of them, his true and lawful attorney and agent, to do any and
all acts and things and execute in his name as an officer or
director of the Company the Annual Report on Form 10-K for the
year ended January 29, 1994 and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.  Any one of said
attorneys or agents shall have, and may exercise, all powers
conferred.

          IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney this 12th day of April, 1994.



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


                        POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned, an
officer and/or director of Fred Meyer, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint
Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each
of them, his true and lawful attorney and agent, to do any and
all acts and things and execute in his name as an officer or
director of the Company the Annual Report on Form 10-K for the
year ended January 29, 1994 and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.  Any one of said
attorneys or agents shall have, and may exercise, all powers
conferred.

          IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney this 12th day of April, 1994.



                                   JEROME KOHLBERG,JR.
                                   ----------------------------------
                                   Jerome Kohlberg, Jr.


                        POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned, an
officer and/or director of Fred Meyer, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint
Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each
of them, his true and lawful attorney and agent, to do any and
all acts and things and execute in his name as an officer or
director of the Company the Annual Report on Form 10-K for the
year ended January 29, 1994 and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.  Any one of said
attorneys or agents shall have, and may exercise, all powers
conferred.

          IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney this 12th day of April, 1994.



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


                        POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned, an
officer and/or director of Fred Meyer, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint
Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each
of them, his true and lawful attorney and agent, to do any and
all acts and things and execute in his name as an officer or
director of the Company the Annual Report on Form 10-K for the
year ended January 29, 1994 and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.  Any one of said
attorneys or agents shall have, and may exercise, all powers
conferred.

          IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney this 12th day of April, 1994.



                                   MICHAEL W. MICHELSON
                                   ----------------------------------
                                   Michael W. Michelson


                        POWER OF ATTORNEY


          KNOW ALL MEN BY THESE PRESENTS that the undersigned, an
officer and/or director of Fred Meyer, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint
Robert G. Miller, Kenneth Thrasher and Roger A. Cooke, and each
of them, his true and lawful attorney and agent, to do any and
all acts and things and execute in his name as an officer or
director of the Company the Annual Report on Form 10-K for the
year ended January 29, 1994 and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission; and the undersigned does hereby ratify and
confirm all that said attorneys and agents and each of them shall
do or cause to be done by virtue hereof.  Any one of said
attorneys or agents shall have, and may exercise, all powers
conferred.

          IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney this 12th day of April, 1994.



                                   PAUL E. RAETHER
                                   ----------------------------------
                                   Paul E. Raether