<PAGE>   1
                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY
                                      (S-4)


      The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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-4
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance 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: January 20, 1998.


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


<PAGE>   2
                                POWER OF ATTORNEY
                                      (S-4)


      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-4 Registration Statements under the
Securities Act of 1933, prepared in connection with the issuance 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: January 20, 1998.


                                       DAVID R. JESSICK
                                       ----------------------------------
                                       David R. Jessick
<PAGE>   3
                                POWER OF ATTORNEY
                                      (S-4)


      The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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-4
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance 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: January 20, 1998.


                                       RONALD W. BURKLE
                                       ----------------------------------
                                       Ronald W. Burkle
<PAGE>   4
                                POWER OF ATTORNEY
                                      (S-4)


      The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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-4
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance 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: January 20, 1998.


                                       VIVIAN A. BULL
                                       ----------------------------------
                                       Vivian A. Bull
<PAGE>   5
                                POWER OF ATTORNEY
                                      (S-4)


      The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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-4
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance 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: January 20, 1998.


                                       JAMES J. CURRAN
                                       ----------------------------------
                                       James J. Curran
<PAGE>   6
                                POWER OF ATTORNEY
                                      (S-4)


      The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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-4
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance 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: January 20, 1998.


                                       A.M. GLEASON
                                       ----------------------------------
                                       A.M. Gleason
<PAGE>   7
                                POWER OF ATTORNEY
                                      (S-4)


      KNOW ALL MEN BY THESE PRESENTS that the undersigned constitutes and
appoints Robert G. Miller, Kenneth Thrasher, Roger A. Cooke and David R.
Jessick, 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-4 Registration Statements under the Securities Act of
1933, prepared in connection with the issuance 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: January 13, 1998.


                                       BRUCE KARATZ
                                       ----------------------------------
                                       Bruce Karatz
<PAGE>   8
                                POWER OF ATTORNEY
                                      (S-4)


      The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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-4
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance 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: January 20, 1998.


                                       JOHN G. KING
                                       ----------------------------------
                                       John G. King
<PAGE>   9
                                POWER OF ATTORNEY
                                      (S-4)


      The undersigned constitutes and appoints Robert G. Miller, Kenneth
Thrasher, Roger A. Cooke and David R. Jessick, 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-4
Registration Statements under the Securities Act of 1933, prepared in connection
with the issuance 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: January 20, 1998.


                                       ROGER S. MEIER
                                       ----------------------------------
                                       Roger S. Meier
<PAGE>   10
                                POWER OF ATTORNEY
                                      (S-4)


      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, 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-4 Registration Statements under the Securities Act of
1933, prepared in connection with the issuance 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: January 13, 1998.


                                       STEVEN R. ROGEL
                                       ----------------------------------
                                       Steven R. Rogel
<PAGE>   11
                                POWER OF ATTORNEY
                                      (S-4)


      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, 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-4 Registration Statements under the Securities Act of
1933, prepared in connection with the issuance 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: January 13, 1998.


                                       FRED L. SMITH
                                       ----------------------------------
                                       Fred L. Smith
<PAGE>   12
                                POWER OF ATTORNEY
                                      (S-4)


      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, 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-4 Registration Statements under the Securities Act of
1933, prepared in connection with the issuance 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: January 13, 1998.


                                       JEFFREY P. SMITH
                                       ----------------------------------
                                       Jeffrey P. Smith