EXHIBIT (5)(23B)




                               September 17, 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 4,200,000 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").  Of the 4,200,000 shares being offered, 
420,000 shares will be subject to an option to be granted to the underwriters 
named in the Registration Statement (the "Underwriters") to cover over- 
allotments.  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 3,780,000 shares to be offered for the account of the Selling 
Stockholder and the 420,000 shares subject to the over-allotment option to be 
granted to the Underwriters by 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