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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended August 15, 1998


                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                           Commission File No. 1-13339


                                FRED MEYER, INC.
             (Exact name of registrant as specified in its charter)


                    Delaware                                   91-1826443
         (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                    Identification No.)

               3800 SE 22nd Avenue
                Portland, Oregon                                  97202
    (Address of principal executive offices)                   (Zip Code)


                                 (503) 232-8844
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Number of shares of Common Stock outstanding at September 12, 1998:
154,493,982



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<PAGE>
                                Table of Contents

--------------------------------------------------------------------------------

Items of Form 10-Q                                                          Page

Part I - FINANCIAL INFORMATION

      Item 1   Financial Statements .......................................... 3

      Item 2   Management's Discussion and Analysis of Financial
               Condition and Results of Operations............................12


Part II - OTHER INFORMATION

      Item 6   Exhibits and Reports on Form 8-K...............................18


Signatures ...................................................................19


<PAGE>
                         Part I - FINANCIAL INFORMATION

--------------------------------------------------------------------------------


Item 1. Financial Statements.


<TABLE>
<CAPTION>
Consolidated Statements of Income (Unaudited)

                                                                             12 Weeks Ended                  28 Weeks Ended
                                                                      ---------------------------     ---------------------------
                                                                        August 15,      August 16,      August 15,      August 16,
(In thousands, except per share data)                                        1998            1997            1998            1997
                                                                      -----------     -----------     -----------     -----------
<S>                                                                   <C>             <C>             <C>             <C>        
Net sales                                                             $ 3,504,932     $ 1,457,602     $ 7,545,380     $ 3,051,039
Cost of goods sold                                                      2,459,118       1,023,820       5,314,311       2,145,173
                                                                      -----------     -----------     -----------     -----------
Gross margin                                                            1,045,814         433,782       2,231,069         905,866

Operating and administrative expenses                                     845,794         367,783       1,834,470         783,567
Amortization of goodwill                                                   20,934             752          43,236           1,755
Merger related costs                                                       47,557               -         206,058               -
                                                                      -----------     -----------     -----------     -----------
Income from operations                                                    131,529          65,247         147,305         120,544
Interest expense                                                           91,964          17,367         191,775          36,015
                                                                      -----------     -----------     -----------     -----------
Income (loss) before income taxes and extraordinary charge                 39,565          47,880         (44,470)         84,529
Provision for income taxes                                                 30,618          18,428          15,165          32,564
                                                                      -----------     -----------     -----------     -----------
Income (loss) before extraordinary charge                                   8,947          29,452         (59,635)         51,965
Extraordinary charge, net of taxes                                         (1,169)             -         (217,610)              -
                                                                      -----------     -----------     -----------     -----------
Net income (loss)                                                     $     7,778     $    29,452     $  (277,245)    $    51,965
                                                                      ===========     ===========     ===========     ===========
Basic earnings per common share:
  Income (loss) before extraordinary charge                           $      0.06     $      0.32     $     (0.40)    $      0.58
  Extraordinary charge                                                      (0.01)              -           (1.46)              -
                                                                      -----------     -----------     -----------     -----------
  Net income (loss)                                                   $      0.05     $      0.32     $     (1.86)    $      0.58
                                                                      ===========     ===========     ===========     ===========
  Basic weighted average number of common
    shares outstanding                                                    153,551          93,175         148,831          88,967
                                                                      ===========     ===========     ===========     ===========
Diluted earnings per common share:
  Income (loss) before extraordinary charge                           $      0.06     $      0.30     $     (0.40)    $      0.56
  Extraordinary charge                                                      (0.01)              -           (1.46)              -
                                                                      -----------     -----------     -----------     -----------
  Net income (loss)                                                   $      0.05     $      0.30     $     (1.86)    $      0.56
                                                                      ===========     ===========     ===========     ===========
  Diluted weighted average number of common and
    common equivalent shares outstanding                                  161,979          97,207         148,831          92,771
                                                                      ===========     ===========     ===========     ===========

See Notes to Consolidated Financial Statements.
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets (Unaudited)

                                                                                  August 15,       January 31,
(In thousands)                                                                         1998              1998
                                                                                -----------       -----------
<S>                                                                             <C>               <C>        
Assets

Current assets:
     Cash and cash equivalents                                                  $   165,955       $   117,311
     Receivables                                                                    113,439           108,496
     Inventories                                                                  1,732,003         1,240,866
     Prepaid expenses and other                                                      51,230            70,536
     Current portion of deferred taxes                                              227,433            90,804
                                                                                -----------       -----------
Total current assets                                                              2,290,060         1,628,013

Property and equipment--net                                                       3,488,608         2,432,040

Other assets:
     Goodwill--net                                                                3,557,732         1,279,130
     Long-term deferred tax assets                                                  221,083                 -
     Other                                                                          164,682            83,753
                                                                                -----------       -----------
Total other assets                                                                3,943,497         1,362,883
                                                                                -----------       -----------
Total assets                                                                    $ 9,722,165       $ 5,422,936
                                                                                ===========       ===========
Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                                                           $ 1,071,659       $   766,678
     Accrued expenses and other                                                   1,008,965           407,167
     Current portion of long-term debt and lease obligations                        102,134            19,650
                                                                                -----------       -----------
Total current liabilities                                                         2,182,758         1,193,495

Long-term debt                                                                    4,764,735         2,184,794
Capital lease obligations                                                           181,593            82,782
Deferred lease transactions                                                          33,080            38,556
Deferred income taxes                                                                     -            83,183
Other long-term liabilities                                                         422,562           137,766

Stockholders' equity:
     Common stock                                                                     1,544             1,288
     Additional paid-in capital                                                   1,885,337         1,173,760
     Notes receivable from officers                                                    (352)             (298)
     Unearned compensation                                                           (3,245)             (466)
     Retained earnings                                                              254,153           528,076
                                                                                -----------       -----------
Total stockholders' equity                                                        2,137,437         1,702,360
                                                                                -----------       -----------
Total liabilities and stockholders' equity                                      $ 9,722,165       $ 5,422,936
                                                                                ===========       ===========

See Notes to Consolidated Financial Statements.
</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (Unaudited)

                                                                                        28 Weeks Ended
                                                                                -----------------------------
                                                                                  August 15,        August 16,
(In thousands)                                                                         1998              1997
                                                                                -----------       -----------
<S>                                                                             <C>               <C>        
Cash flows from operating activities:
     Income (loss) before extraordinary charge                                  $   (59,635)      $    51,965
     Adjustments to reconcile income (loss) before extraordinary
        charge to net cash provided by operating activities:
        Depreciation and amortization of property and equipment                     191,940            86,365
        Amortization of goodwill                                                     43,236             1,755
        Deferred lease transactions                                                  (6,886)           (7,069)
        Merger related asset write-offs                                              78,027                 -
        Deferred income taxes                                                        12,223              (100)
        Changes in operating assets and liabilities:
          Receivables                                                                  (136)             (379)
          Inventories                                                                34,544           (25,108)
          Other current assets                                                       24,534             4,477
          Accounts payable                                                          (12,215)          (30,347)
          Accrued expenses and other liabilities                                    (16,211)           16,927
          Income taxes                                                               19,743            12,427
        Other                                                                        12,459            (3,015)
                                                                                -----------       -----------
Net cash provided by operating activities                                           321,623           107,898
Cash flows from investing activities:
     Cash acquired in acquisitions                                                   65,519            13,767
     Payments made for acquisitions                                                 (28,610)         (394,928)
     Purchases of property and equipment                                           (299,113)         (165,520)
     Proceeds from sale of property and equipment                                    22,829            56,499
     Other                                                                              588            (4,051)
                                                                                -----------       -----------
Net cash used for investing activities                                             (238,787)         (494,233)
Cash flows from financing activities:
     Issuance of common stock - net                                                  50,182           211,066
     Net increase in notes receivable                                                   503             1,024
     Payment of deferred financing fees                                             (67,442)                -
     Long-term financing:
        Borrowings                                                                4,226,107           431,931
        Repayments                                                               (4,248,560)         (208,289)
     Other                                                                            5,018                 -
                                                                                -----------       -----------
Net cash provided by (used for) financing activities                                (34,192)          435,732
                                                                                -----------       -----------
Net increase in cash and cash equivalents for the period                             48,644            49,397
Cash and cash equivalents at beginning of year                                      117,311            63,340
                                                                                -----------       -----------
Cash and cash equivalents at end of period                                      $   165,955       $   112,737
                                                                                ===========       ===========

See Notes to Consolidated Financial Statements.
</TABLE>

                                       5
<PAGE>
Notes to Consolidated Financial Statements

1.      Organization

        Fred Meyer, Inc., a Delaware corporation, collectively with its
     wholly-owned subsidiaries ("Fred Meyer" or the "Company") is one of the
     largest food retailers in the United States, operating more than 800
     supermarkets and multi-department stores located primarily in the Western
     portion of the United States. The Company operates multiple formats that
     appeal to customers across a wide range of income brackets including stores
     under the following banners: Fred Meyer, Smith's Food & Drug Centers,
     Smitty's, QFC, Ralphs, Hughes Family Markets and Food 4 Less.

2.      Acquisitions

        On March 9, 1998, Fred Meyer issued 41.2 million shares of Fred Meyer
     common stock for all the outstanding stock of Quality Food Centers, Inc.
     ("QFC"), a supermarket chain operating 89 stores in the Seattle/Puget Sound
     region of Washington state and 56 Hughes Family Markets stores in Southern
     California as of the date of the merger. As a result, QFC became a wholly
     owned subsidiary of Fred Meyer. The merger of Fred Meyer and QFC was
     accounted for as a pooling of interests and the accompanying financial
     statements reflect the consolidated results of Fred Meyer and QFC for all
     periods presented. The amounts included in the prior year results of
     operations from Fred Meyer and QFC are as follows (in thousands, except per
     share data):

<TABLE>
<CAPTION>
                                                               Fred Meyer           QFC         Total
                                                               Historical    Historical       Company
                                                               ----------    ----------    ----------
<S>                                                            <C>           <C>           <C>       
     Second Quarter of 1997

       Net sales                                               $  957,015    $  500,587    $1,457,602
       Net income                                                  19,120        10,332        29,452
       Diluted earnings per common share                             0.34          0.25          0.30

     28 Weeks Ended August 16, 1997

       Net sales                                                2,150,951       900,088     3,051,039
       Net income                                                  32,379        19,586        51,965
       Diluted earnings per common share                             0.58          0.53          0.56
</TABLE>

        On March 10, 1998, the Company acquired Food 4 Less Holdings, Inc.
     ("Ralphs/Food 4 Less"), a supermarket chain operating 409 stores primarily
     in Southern California on that date, which became a wholly-owned subsidiary
     of the Company. The Company issued 21.7 million shares of common stock of
     the Company for all of the equity interests of Ralphs/Food 4 Less. The
     acquisition is being accounted for under the purchase method of accounting.
     The financial statements reflect the preliminary allocation of the purchase
     price and assumption of certain liabilities and include the operating
     results of Ralphs/Food 4 Less from the date of acquisition.

        On September 9, 1997, the Company succeeded to the businesses of Fred
     Meyer Stores, Inc. ("Fred Meyer Stores" and known as Fred Meyer, Inc. prior
     to September 9, 1997) and Smith's Food & Drug Centers, Inc. ("Smith's") as
     a result of mergers pursuant to the Agreement and Plan of Reorganization
     and Merger, dated as of May 11, 1997. At the closing on September 9, 1997,
     Fred Meyer Stores and Smith's, a regional supermarket and drug store chain
     operating 152 stores in the Intermountain and Southwestern regions of the
     United States on that date, became wholly owned subsidiaries of the
     Company. The Company issued 1.05 shares of common stock of the Company for
     each outstanding share of Class A Common Stock and Class B Common Stock of
     Smith's and 

                                       6
<PAGE>
     one share of common stock of the Company for each outstanding share of
     common stock of Fred Meyer Stores.

        The Smith's acquisition was accounted for under the purchase method of
     accounting. The financial statements reflect the allocation of the purchase
     price and assumption of certain liabilities and include the operating
     results of Smith's from the date of acquisition. In total, the Company
     issued 33.3 million shares of common stock to the Smith's stockholders.

        On August 17, 1997, the Company acquired substantially all of the assets
     and liabilities of Fox Jewelry Company ("Fox") in exchange for common stock
     with a fair value of $9.2 million. The Fox acquisition was accounted for
     under the purchase method of accounting. The results of operations of Fox
     do not have a material effect on the consolidated operating results, and
     therefore are not included in the pro forma data presented.

        On March 19, 1997, QFC acquired the principal operations of Hughes
     Markets, Inc. ("Hughes"), including the assets and liabilities related to
     57 stores located in Southern California and a 50% interest in Santee
     Dairies, Inc., one of the largest dairy plants in California. The merger
     was effected through the acquisition of 100% of the outstanding voting
     securities of Hughes for approximately $360.5 million in cash and the
     assumption of approximately $33.2 million of indebtedness of Hughes. The
     Hughes acquisition was accounted for under the purchase method of
     accounting. The financial statements reflect the allocation of the purchase
     price and assumption of certain liabilities and include the operating
     results of Hughes from the date of acquisition.

        On February 14, 1997, QFC acquired the principal operations of Keith
     Uddenberg, Inc. ("KUI"), including assets and liabilities related to 25
     stores in the western and southern Puget Sound region of Washington. The
     merger was effected through the acquisition of 100% of the outstanding
     voting securities of KUI for $34.5 million cash, 1.7 million shares of
     common stock and the assumption of approximately $23.8 million of
     indebtedness of KUI. The KUI acquisition was accounted for under the
     purchase method of accounting. The financial statements reflect the
     allocation of the purchase price and assumption of certain liabilities and
     include the operating results of KUI from the date of acquisition.

        The following unaudited pro forma information presents the results of
     the Company's operations assuming the Ralphs/Food 4 Less, Smith's, QFC,
     KUI, and Hughes acquisitions occurred at the beginning of each period
     presented. In addition, the following unaudited pro forma information gives
     effect to refinancing certain debt as if such refinancing occurred at the
     beginning of each period presented (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                  28 Weeks Ended
                                                                           ----------------------------
                                                                             August 15,       August 16,
                                                                                  1998             1997
                                                                           -----------      -----------
     <S>                                                                   <C>              <C>        
     Net sales                                                             $ 8,090,912      $ 7,924,375
     Income (loss) before extraordinary charge                                (120,403)          40,737
     Net loss                                                                 (338,013)        (176,873)
     Diluted earnings per common share:
       Income (loss) before extraordinary charge                                 (0.79)            0.27
       Net loss                                                                  (2.21)           (1.16)
</TABLE>

        The pro forma financial information does not reflect anticipated
     annualized operating savings and assumes all notes subject to the
     refinancings were redeemed pursuant to tender offers made. Additionally,
     each year includes an extraordinary charge of $217.6 million, net of the
     related tax benefit, on the extinguishment of debt as a result of
     refinancing certain debt. The pro forma financial information is not
     necessarily indicative of the operating results that would have occurred
     had the acquisitions been consummated as of the beginning of each period
     nor is it necessarily indicative of future operating results.

                                       7
<PAGE>
        The supplemental schedule of business acquisitions is as follows (in
     thousands):

<TABLE>
<CAPTION>
                                                                                  28 Weeks Ended
                                                                           ----------------------------
                                                                             August 15,       August 16,
                                                                                  1998             1997
                                                                           -----------      -----------
     <S>                                                                   <C>              <C>        
     Fair value of assets acquired                                         $ 2,053,601      $   456,685
     Goodwill recorded                                                       2,342,909          195,208
     Value of stock issued                                                    (652,514)         (36,965)
     Liabilities assumed                                                    (3,715,386)        (220,000)
                                                                           -----------      -----------
     Cash paid                                                             $    28,610      $   394,928
                                                                           ===========      ===========
</TABLE>

3.   Summary of Significant Accounting Policies

        Amended Form 10-Q--The Company amended its second quarter 10-Q to revise
     the accounting for its plan to dispose of Santee Dairy. The amended 10-Q
     reflects a change in the accounting treatment to recognize the loss on
     disposition when a definitive agreement for the sale of the dairy has been
     reached. The original filing reflected management's estimate of the loss
     that is anticipated upon disposition of the dairy. The impact of the
     amendment on the second quarter 10-Q was a $44.3 million reduction of
     merger related costs and a corresponding decrease in net loss of $27.0
     million for the 28 weeks ended August 15, 1998.

        Basis of Presentation--The accompanying unaudited consolidated financial
     statements of the Company have been prepared in accordance with generally
     accepted accounting principles for interim financial information and in
     accordance with the instructions to Form 10-Q and Article 10 of Regulation
     S-X. Accordingly, the statements do not include all of the information and
     notes required by generally accepted accounting principles for complete
     financial statements. In the opinion of management, all adjustments of a
     normal recurring nature which are considered necessary for a fair
     presentation have been included. The consolidated results of operations
     presented herein are not necessarily indicative of the results to be
     expected for the year due to the seasonality of the Company's business.
     These consolidated financial statements should be read in conjunction with
     the financial statements and related notes incorporated by reference in the
     Company's latest annual report filed on Form 10-K.

        Fiscal Year--The Company's fiscal year ends on the Saturday closest to
     January 31. Fiscal year 1997 ended on January 31, 1998 ("1997") and fiscal
     year 1998 ends on January 30, 1999 ("1998"). As a result of the
     acquisition, QFC changed its year end to that of Fred Meyer beginning
     February 1, 1998, the first day of fiscal 1998. Revenues and expenses of
     QFC from the end of QFC's fiscal year 1997, ended on December 27, 1997, to
     February 1, 1998 (5 weeks) were immaterial and have been excluded.
     Accordingly, net income of $3.3 million for that period has been added to
     retained earnings.

        Inventories--Inventories consist principally of merchandise held for
     sale and substantially all inventories are stated at the lower of last-in,
     first-out (LIFO) cost or market. Inventories on a first-in, first-out
     method, which approximates replacement cost, would have been higher by
     $62.8 million at August 15, 1998 and $51.8 million at January 31, 1998. The
     pretax LIFO charge in the second quarter was $5.1 million in 1998 and $1.5
     million in 1997. The pretax LIFO charge for the first 28 weeks was $11.0
     million in 1998 and $3.6 million in 1997.

        Goodwill--Goodwill is being amortized on a straight-line basis over 15
     to 40 years. Goodwill recorded in connection with the acquisition of
     Ralphs/Food 4 Less, Smith's, Hughes, and KUI (see Note 2) is being
     amortized over 40 years. Goodwill recorded in connection with the Fox
     acquisition is being amortized over 15 years. Management periodically
     evaluates the recoverability of goodwill based upon current and anticipated
     net income and undiscounted future cash flows.

                                       8
<PAGE>
        Use of Estimates--The preparation of financial statements in conformity
     with generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements. Actual results could differ from those
     estimates.

        Income Taxes--Deferred income taxes are provided for those items
     included in the determination of income or loss in different periods for
     financial reporting and income tax purposes. Targeted jobs and other tax
     credits are recognized in the year realized.

        Deferred income taxes are recognized for the tax consequences in future
     years of differences between the tax bases of assets and liabilities and
     their financial reporting amounts at each year end based on enacted tax
     laws and statutory tax rates applicable to the periods in which the
     differences are expected to affect taxable income. Income tax expense is
     the tax payable for the period and the change during the period in deferred
     tax assets and liabilities.

        Deferred tax assets recognized by the Company are presented net of any
     deferred tax liabilities and valuation allowance and consist primarily of
     net operating loss carryforwards. The deferred tax assets will be used to
     offset future tax liabilities generated from taxable income. However, the
     amount available to offset the consolidated tax liability will be limited
     by each subsidiary's tax circumstances and availability of its net
     operating loss carryforwards.

        Earnings per Share--Basic earnings per common share are computed by
     dividing net income by the weighted average number of common shares
     outstanding. Diluted earnings per common share are computed by dividing net
     income by the weighted average number of common and common equivalent
     shares outstanding which consist of outstanding stock options and warrants.
     Common equivalent shares are excluded from the diluted weighted average
     share and common equivalent shares outstanding for the first 28 weeks of
     1998 due to the net loss.

        Reclassifications--Certain prior period amounts have been reclassified
     to conform to current period presentation. The reclassifications have no
     effect on reported net income.


4.   Comprehensive Income

        Effective February 1, 1998, the Company adopted Statement of Financial
     Accounting Standards No. 130, "Reporting Comprehensive Income," which
     requires items previously reported as a component of stockholders' equity
     to be more prominently reported in a separate financial statement as a
     component of comprehensive income. Components of comprehensive income
     include net income (loss) and the income tax benefit the Company receives
     upon the exercise of stock options. Comprehensive income for the second
     quarter was $10.7 million in 1998 and $30.1 million in 1997. Comprehensive
     income (loss) for the first 28 weeks was $(272.8) million in 1998 and $55.8
     million in 1997.

                                       9
<PAGE>
5.   Long-term Debt

<TABLE>
<CAPTION>
        Long-term debt consisted of the following (in thousands):

                                                                                  August 15,      January 31,
                                                                                       1998             1998
                                                                                -----------      -----------
     <S>                                                                        <C>              <C>        
     1997 Senior Credit Facility                                                $         -      $ 1,300,000
     1998 Senior Credit Facility                                                  2,328,750                -
     Senior notes, unsecured, due 2003 through 2008, fixed interest
       rate from 7.15% to 7.45%                                                   1,750,000                -
     QFC Credit Facility                                                                  -          214,293
     Commercial paper with maturities through February 10, 1999,
       classified as long-term, interest rates of 5.78% to 6.10%
       at August 15, 1998                                                           574,076          367,156
     QFC 8.7% Senior Subordinated Notes, principal due 2007 with
       interest payable semi-annually                                                 3,065          150,000
     Long-term notes secured by trust deeds, due through 2016,
       interest rates from 5.00% to 10.50%                                           60,345           61,075
     Uncommitted bank borrowings classified as long-term                             11,000           79,000
     Ralphs senior subordinated notes, due 2002 through 2007,
       fixed interest rates from 9.0% to 13.75%                                      35,854                -
     Ralphs senior notes, unsecured, due 2004, fixed interest rate
       of 10.45%                                                                     13,497                -
     Other                                                                           49,978           29,448
                                                                                -----------      -----------
     Total                                                                        4,826,565        2,200,972
     Less current portion                                                            61,830           16,178
                                                                                -----------      -----------
     Total                                                                      $ 4,764,735      $ 2,184,794
                                                                                ===========      ===========
</TABLE>

        In conjunction with the acquisitions of QFC and Ralphs/Food 4 Less in
     March 1998, the Company entered into new financing arrangements that
     refinanced a substantial portion of the Company's principal debt facilities
     and indebtedness assumed in the acquisitions. The new financing
     arrangements included a new bank credit facility and a public issue of
     $1.75 billion senior unsecured notes. The new bank credit facility (the
     "1998 Senior Credit Facility") provides a $1.875 billion five-year
     revolving credit agreement and a $1.625 billion five-year term note. All
     indebtedness under the 1998 Senior Credit Facility is guaranteed by certain
     of the Company's subsidiaries and secured by the stock in the subsidiaries.
     The revolving portion of the 1998 Senior Credit Facility is available for
     general corporate purposes, including the support of the commercial paper
     program of the Company. Commitment fees are charged at .30% on the unused
     portion of the five-year revolving credit facility. Interest on the 1998
     Senior Credit Facility is at the Adjusted LIBOR plus a margin of 1.0%. At
     August 15, 1998, the weighted average interest rate on the five year term
     note and the amounts outstanding under the revolving credit facility were
     6.69% and 6.68%, respectively.

        The unsecured senior notes issued on March 11, 1998, included $250
     million of five-year notes at 7.15%, $750 million of seven-year notes at
     7.38%, and $750 million of ten-year notes at 7.45% (the "Notes"). In
     connection with the issuance of the Notes, each of the Company's direct or
     indirect wholly-owned subsidiaries has jointly and severally guaranteed the
     Notes on a full and unconditional basis ("Subsidiary Guarantors"). The
     Subsidiary Guarantors constitute all of the Company's direct and indirect
     subsidiaries, other than inconsequential subsidiaries. The assets, equity,
     income and cash flows of all non-guaranteeing subsidiaries in the aggregate
     constitute less 

                                       10
<PAGE>
     than 3%, on an individual and aggregate basis, of the Company's
     consolidated assets, pretax income, cash flow and net investment in
     subsidiaries.

        The Company is a holding company with no assets or operations other than
     those relating to its investments in its subsidiaries. Separate financial
     statements of the Subsidiary Guarantors are not included because the
     guarantees are full and unconditional, the Subsidiary Guarantors are
     jointly and severally liable and the separate financial statements and
     other disclosures concerning the Subsidiary Guarantors are not deemed
     material to investors by management of the Company. No restrictions exist
     on the ability of the Subsidiary Guarantors to make distributions to the
     Company, except, however, the obligations of each Guarantor under its
     Guarantee are limited to the maximum amount as will result in obligations
     of such Guarantor under its Guarantee not constituting a fraudulent
     conveyance or fraudulent transfer for purposes of Bankruptcy Law, the
     Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
     any similar Federal or state law (e.g. adequate capital to pay dividends
     under corporate laws).

        The 1998 Senior Credit Facility requires the Company to comply with
     certain ratios related to indebtedness to earnings before interest, taxes,
     depreciation and amortization ("EBITDA") and fixed charge coverage. In
     addition, the 1998 Senior Credit Facility limits dividends on and
     redemption of capital stock.

        In conjunction with the Smith's acquisition in September 1997, the
     Company entered into a bank credit facility (the "1997 Senior Credit
     Facility") that refinanced a substantial portion of the Company's
     indebtedness and indebtedness assumed in the Smith's acquisition. The 1997
     Senior Credit Facility was refinanced by the 1998 Senior Credit Facility.

        The Company has established uncommitted money market lines with four
     banks of $105.0 million. These lines, which generally have terms of
     approximately one year, allow the Company to borrow from the banks at
     mutually agreed upon rates, usually below the rates offered under the 1998
     Senior Credit Facility. The Company also has $850.0 million of unrated
     commercial paper facilities with four commercial banks. The Company has the
     ability to support commercial paper and other debt on a long-term basis
     through its bank credit facilities and therefore, based upon management's
     intent, has classified these borrowings, which totaled $585.1 million at
     August 15, 1998, as long-term debt.

        The Company on occasion enters into various interest rate swap, caps and
     collar agreements to reduce the impact of changes in interest rates on its
     floating rate long-term debt. During the second quarter, the Company
     liquidated all of its swap and cap agreements. At August 15, 1998, the
     Company had outstanding two collar agreements. One collar agreement, which
     expired on August 23, 1998, effectively limited the maximum and minimum
     interest rate the Company would pay at 7.5% and 5.3%, respectively, on a
     notional principal amount of $130.0 million. The second collar agreement,
     which expires on July 24, 2003, effectively sets interest rate limits on a
     notional principal amount of $300.0 million on the Company's floating rate
     long-term debt. The agreement limits the interest rate fluctuation of the
     3-month adjusted LIBOR (as defined in the collar agreement) to a range
     between 4.10% and 6.50% and requires quarterly cash settlements for
     interest rate fluctuations outside of the limits. As of August 15, 1998,
     the 3-month adjusted LIBOR was 5.69%. The Company is exposed to credit loss
     in the event of nonperformance by the other parties to the interest rate
     swap and cap agreements. The Company requires an "A" or better rating of
     the counterparties and, accordingly, does not anticipate nonperformance by
     the counterparties.

        Annual long-term debt maturities for the five fiscal years subsequent to
     August 15, 1998 are $15.3 million in 1998, $126.9 million in 1999, $237.3
     million in 2000, $365.8 million in 2001, and $480.0 million in 2002.

        The Company recorded in the first 28 weeks of 1998 an extraordinary
     charge of $357.3 million less a $139.7 million income tax benefit which
     consisted of premiums paid in the prepayment of 

                                       11
<PAGE>
     certain notes and bank facilities of Fred Meyer, QFC and Ralphs/Food 4 Less
     and the write-off of the related deferred financing costs.

6.   Commitments and Contingencies

        The Company and its subsidiaries are parties to various legal claims,
     actions and complaints, certain of which involve material amounts. Although
     the Company is unable to predict with certainty whether or not it will
     ultimately be successful in these legal proceedings or, if not, what the
     impact might be, management presently believes that disposition of these
     matters will not have a material adverse effect on the Company's
     consolidated financial statements.


Item 2. Management's Discussion and Analysis 
of Financial Condition and Results of Operations.

         The Company amended its second quarter 10-Q to revise the accounting
     for its plan to dispose of Santee Dairy. The amended 10-Q reflects a change
     in the accounting treatment to recognize the loss on disposition when a
     definitive agreement for the sale of the dairy has been reached. The
     original filing reflected management's estimate of the loss that is
     anticipated upon disposition of the dairy. The impact of the amendment on
     the second quarter 10-Q was a $44.3 million reduction of merger related
     costs and a corresponding decrease in net loss of $27.0 million for the 28
     weeks ended August 15, 1998.

RESULTS OF OPERATIONS

         The following discussion summarizes the Company's operating results for
     1998 compared with 1997. However, 1998 results are not comparable to prior
     year results due to the three recent acquisitions (See Note 2 of Notes to
     Consolidated Financial Statements). The 1998 results include the results
     from Fred Meyer Stores, Smith's and QFC for the full period and include
     Ralphs/Food 4 Less from March 10, 1998. The 1997 results include only Fred
     Meyer Stores and QFC. Also included are discussions of the Company's
     liquidity and capital resources, effect of LIFO, effect of inflation and
     recent accounting changes. This discussion and analysis should be read in
     conjunction with the Company's consolidated financial statements.

Comparison of the 12 and 28 weeks ended August 15, 1998 with the 12 and 28 weeks
ended August 16, 1997

         Net sales for the 12 weeks ended August 15, 1998 increased $2.0 billion
     to $3.5 billion from $1.5 billion for the 12 weeks ended August 16, 1997
     and increased $4.4 billion to $7.5 billion in the 28 weeks ended August 15,
     1998 from $3.1 billion in the 28 weeks ended August 16, 1997. The increases
     in sales were caused primarily by the recent acquisitions of Ralphs/Food 4
     Less and Smith's. Sales at Smith's accounted for $712.0 million and $1.7
     billion of the increases and Ralphs/Food 4 Less accounted for $1.3 billion
     and $2.4 billion of the increases for the 12 and 28 weeks ended August 15,
     1998, respectively.

         Comparable store sales, which excludes the Hughes stores, which are
     currently being converted to the Ralphs format, Ralphs/Food 4 Less, and
     Smith's, increased 6.4% and 6.0% from the prior year for the 12 and 28
     weeks ended August 15, 1998, respectively. Comparable store sales for Fred
     Meyer Stores, QFC, Smith's and Ralphs/Food 4 Less (excluding the 17 Phoenix
     area Smitty's stores and 55 Los Angeles area Hughes Family Markets stores,
     all of which are being remodeled and/or remerchandised) increased 2.8% and
     2.0% from the prior year for the 12 and 28 weeks ended August 15, 1998,
     respectively.

                                       12
<PAGE>
         Gross margin increased slightly as a percentage of net sales from 29.8%
     for the 12 weeks ended August 16, 1997 to 29.9% for the 12 weeks ended
     August 15, 1998 and decreased slightly from 29.7% for the 28 weeks ended
     August 16, 1997 to 29.6% for the 28 weeks ended August 15, 1998. Increases
     in gross margin as a percent of sales were generated primarily from
     economies of scale resulting from the Company's increased sales offset
     almost entirely by changes in the Company's sales mix between food and
     nonfood. The amount of food sales, which have a lower gross margin percent,
     compared to total sales increased over the prior year due to the recent
     acquisitions.

         Operating and administrative expenses were $845.8 million and $367.8
     million for the 12 weeks ended August 15, 1998 and August 16, 1997,
     respectively and were $1,834.5 million and $783.6 million for the 28 weeks
     ended August 15, 1998 and August 16, 1997, respectively. Operating and
     administrative expenses decreased as a percentage of sales 1.1% and 1.4%
     from the prior year for the 12 and 28 weeks ended August 15, 1998,
     respectively. The reduction of operating and administrative expenses as a
     percent of sales is due to economies of scale resulting from the Company's
     increased sales and lower operating and administrative expenses as a
     percent of sales at Smith's and Ralph's/Food 4 Less, which were recently
     acquired and are lower cost operations. Additionally, the Company benefited
     from the suspension of contributions to certain multi-employer pension and
     benefit plans totaling $8.9 million and $17.1 million in the 12 and 28
     weeks ended August 15, 1998, respectively.

         Amortization of goodwill increased $20.2 million and $41.5 million from
     the prior year for the 12 and 28 weeks ended August 15, 1998, respectively,
     as a result of the recent acquisitions.

         Charges for merger related costs of $47.6 million and $206.1 million
     were recorded in the 12 and 28 weeks ended August 15, 1998 as a result of
     the recent acquisitions. Additional merger related costs will be recorded
     in future quarters as expenditures are incurred.

         Interest expense increased to $92.0 million from $17.4 million for the
     12 weeks ended August 15, 1998 and August 16, 1997, respectively and
     increased to $191.8 million from $36.0 million for the 28 weeks ended
     August 15, 1998 and August 16, 1997, respectively. The increase in interest
     expense for the 12 and 28 week periods primarily reflect the increased
     amount of indebtedness assumed and/or incurred in conjunction with the
     acquisitions of Smith's and Ralphs/Food 4 Less.

         The effective tax rates are affected by increased goodwill amortization
     and certain merger costs which are not deductible for tax purposes. The
     effective tax rates for the income tax expense were 77.4% and 38.5% for the
     12 weeks ended August 15, 1998 and August 16, 1997, respectively. For the
     28 weeks ended August 15, 1998, the amount of nondeductible goodwill
     amortization and merger costs was greater than the loss before income tax
     which resulted in taxable income and income tax expense.

         Income (loss) before extraordinary charge was $8.9 million and $(59.6)
     million for the 12 and 28 weeks ended August 15, 1998, respectively,
     compared to $29.5 million and $52.0 million for the 12 and 28 weeks ended
     August 16, 1997, respectively. The changes are a result of the above
     mentioned factors.

         The extraordinary charges of $1.2 million and $217.6 million for the 12
     and 28 weeks ended August 15, 1998, respectively, consist of fees incurred
     in conjunction with the prepayment of certain indebtedness and the
     write-off of related debt issuance costs.

         Net income decreased to $7.8 million for the 12 weeks ended August 15,
     1998 from $29.5 million for the 12 weeks ended August 16, 1997 and
     decreased to a loss of $277.2 million for the 28 weeks ended August 15,
     1998 compared to income of $52.0 million for the 28 weeks ended August 16,
     1997 primarily due to the factors discussed above.

                                       13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

         The Company funded its working capital and capital expenditure needs in
     1998 through internally generated cash flow and the issuance of unrated
     commercial paper, supplemented by borrowings under committed and
     uncommitted bank lines of credit and lease facilities.

         In conjunction with the acquisitions of Ralphs/Food 4 Less and QFC, on
     March 11, 1998 the Company entered into new financing arrangements which
     included a public issue of $1.75 billion of senior unsecured notes (the
     "Notes") and a bank credit facility (the "1998 Senior Credit Facility").
     The 1998 Senior Credit Facility includes a $1.875 billion five-year
     revolving credit agreement and a $1.625 billion five-year term loan. The
     Notes consist of $250 million of five-year notes at 7.15%, $750 million of
     seven-year notes at 7.38% and $750 million of ten-year notes at 7.45%. Each
     of the Company's direct or indirect wholly-owned subsidiaries has jointly
     and severally guaranteed the Notes on a full and unconditional basis. No
     restrictions exist on the ability of the Subsidiary Guarantors to make
     distributions to the Company, except, however, the obligations of each
     Subsidiary Guarantor under its Guarantee are limited to the maximum amount
     as will result in obligations of such Guarantor under its Guarantee not
     constituting a fraudulent conveyance or fraudulent transfer for purposes of
     Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
     Fraudulent Transfer Act or any similar Federal or state law (e.g. adequate
     capital to pay dividends under corporate laws). The obligations of the
     Company under the 1998 Senior Credit Facility are guaranteed by certain
     subsidiaries and are also collateralized by the stock of certain
     subsidiaries.

         In addition to the 1998 Senior Credit Facility and Notes, the Company
     entered into a $500 million five-year operating lease facility, which
     refinanced $303 million in existing lease financing facilities. The balance
     of this lease facility will be used for land and construction costs for new
     stores. The obligations of the Company under the lease facility are
     guaranteed by certain subsidiaries and are also collateralized by the stock
     of certain subsidiaries.

         At August 15, 1998, the Company had $105.0 million of uncommitted money
     market lines with four banks and $850.0 million in unrated commercial paper
     facilities with four banks. The uncommitted money market lines and unrated
     commercial paper are used primarily for seasonal inventory requirements,
     new store construction and financing existing store remodeling, acquisition
     of land, and major projects such as management information systems. At
     August 15, 1998, the Company had borrowings under the 1998 Senior Credit
     Facility of $2.9 billion which includes outstanding unrated commercial
     paper in the amount of $574.1 million and outstanding amounts under the
     uncommitted money market lines of $11.0 million. A total of approximately
     $541.8 million was available for borrowings under the 1998 Senior Credit
     Facility and $94.0 million was available for borrowings from the
     uncommitted money market lines.

         See Note 5 of Notes to Consolidated Financial Statements for a
     discussion of the Company's interest rate swap, cap and collar agreements.

         The Company had $42.0 million of outstanding Letters of Credit as of
     August 15, 1998. The Letters of Credit are used to support the importation
     of goods and to support the performance, payment, deposit or surety
     obligations of the Company.

         The Company believes that the combination of cash flows from operations
     and borrowings under its credit facilities will permit it to finance its
     capital expenditure requirements for 1998, currently budgeted to be
     approximately $700.0 million, net of estimated real estate sales and stores
     financed on leases. If the Company determines that it is preferable, it may
     fund its capital expenditure requirements by mortgaging facilities,
     entering into sale/leaseback transactions, or by issuing additional debt or
     equity. The Company currently owns real estate with a net book value of
     approximately $1.5 billion.

                                       14
<PAGE>
Effect of LIFO

         During each year, the Company estimates the LIFO adjustment for the
     year based on estimates of three factors: inflation rates (calculated by
     reference to the Department Stores Inventory Price Index published by the
     Bureau of Labor Statistics for soft goods and jewelry and to internally
     generated indices based on Company purchases during the year for all other
     departments), expected inventory levels, and expected markup levels (after
     reflecting permanent markdowns and cash discounts). At year-end, the
     Company makes the final adjustment reflecting the difference between the
     Company's prior quarterly estimates and actual LIFO amount for the year.

Effect of Inflation

         While management believes that some portion of the increase in sales is
     due to inflation, it is difficult to segregate and to measure the effects
     of inflation because of changes in the types of merchandise sold
     year-to-year and other pricing and competitive influences. By attempting to
     control costs and efficiently utilize resources, the Company strives to
     minimize the effects of inflation on its operations.

Recent Accounting Changes

         There are no issued and pending accounting changes which are expected
     to have a material effect on the Company's financial reporting.

Year 2000

         The Company and each of its subsidiaries are dependent on computer
     hardware, software, systems and processes ("Information Systems") and
     non-information technology systems (such as telephones, clocks, scales and
     refrigeration units or other equipment containing embedded technology such
     as microcontrollers) ("Non-IT Systems") in several critical operating areas
     including store and distribution operations, product merchandising and
     procurement, manufacturing plant operations, inventory and labor
     management, and accounting. The Company has developed a plan (the "Plan")
     to access and update its Information Systems and Non-IT Systems for year
     2000 compliance requirements and provide for continued functionality. In
     addition to integrating the Information Systems of the Company and its
     subsidiaries following the Company's recent mergers, the Plan consists of
     four phases: (1) creating an inventory of systems subject to the year 2000
     problem and assessing the scope of the problem as it relates to those
     systems; (2) remediating any year 2000 problems; (3) testing the systems
     following remediation; and (4) using the systems for a period of time
     following remediation. Additionally, the systems have been separated into
     three categories: (1) information technology which includes stores,
     distribution centers, plants, and mainframe systems; (2) merchandise and
     external compliance which includes store products compliance and
     interfacing with vendors, financial institutions and others; and (3) Non-IT
     Systems. In category 1, the Company has completed the inventory and
     assessment phase and approximately 50% of the remediation phase. In
     categories 2 and 3, the Company has almost completed the inventory and
     assessment phase. As part of category 2, the Company continues to work with
     vendors, financial institutions and others whose products may be sold in
     Company stores or whose computer software, programs and information systems
     may interface with those of the Company to assess the status of their
     compliance with year 2000 requirements.

         The Company believes that its efforts will result in year 2000
     compliance. However, the impact on business operations from the failure to
     comply with year 2000 requirements by the Company or by any of its vendors,
     financial institutions or others could be material to the Company's results
     of operations. The Company is still in the process of estimating the total
     costs of the Plan. The Company continues to assess the possible impact and
     risks of noncompliant systems. The Company is unable at 

                                       15
<PAGE>
     this time to state its "worst case" year 2000 scenario. A contingency plan
     in the event of noncompliance is currently under development.

Forward-looking Statements; Factors Affecting Future Results

         Certain information set forth in this report contains "forward-looking
     statements" within the meaning of federal securities laws. The Company may
     make other forward-looking statements from time to time. These
     forward-looking statements may include information regarding the Company's
     plans for future operations, expectations relating to cost savings and the
     Company's integration strategy with respect to its recent mergers, store
     expansion and remodeling, capital expenditures, inventory reductions and
     expense reduction. The following factors, as well as those discussed below,
     are among the principal factors that could cause actual results to differ
     materially from the forward-looking statements: business and economic
     conditions generally and in the regions in which the Company's stores are
     located, including the rate of inflation; population, employment and job
     growth in the Company's markets; demands placed on management by the
     substantial increase in the Company's size; loss or retirement of senior
     management of the Company or of its principal operating subsidiaries;
     changes in the availability of debt or equity capital and increases in
     borrowing costs or interest rates, especially since a substantial portion
     of the Company's borrowings bear interest at floating rates; competitive
     factors, such as increased penetration in the Company's markets by large
     national food and nonfood chains, large category-dominant stores and large
     national and regional discount retailers (whether existing competitors or
     new entrants) and competitive pressures generally, which could include
     price-cutting strategies, store openings and remodels; results of the
     Company's programs to decrease costs as a percent of sales; increases in
     labor costs and deterioration in relations with the union bargaining units
     representing the Company's employees; unusual unanticipated costs or
     unanticipated consequences relating to the recent mergers and integration
     strategy and any delays in the realization thereof; operational
     inefficiencies in distribution or other Company systems, including any that
     may result from the recent mergers; issues arising from addressing the year
     2000 problem; legislative or regulatory changes adversely affecting the
     business in which the Company is engaged; and other opportunities or
     acquisitions which may be pursued by the Company.

         Leverage; Ability to Service Debt. The Company is highly leveraged. As
     of August 15, 1998, the Company has total indebtedness (including current
     maturities and capital lease obligations) of $5.0 billion. Total
     indebtedness consists of long-term debt, including borrowings under the
     1998 Senior Credit Facilities, and the notes, and capitalized leases. Total
     indebtedness does not reflect certain commitments and contingencies of the
     Company, including operating leases under the lease facility and other
     operating lease obligations. The Company has significant interest and
     principal repayment obligations and significant rental payment obligations,
     and the ability of the Company to satisfy such obligations is subject to
     prevailing economic, financial and business conditions and to other
     factors, many of which are beyond the Company's control. A significant
     amount of the Company's borrowings and rental obligations bear interest at
     floating rates (including borrowings under the 1998 Senior Credit
     Facilities and obligations under the lease facility), which will expose the
     Company to the risk of increased interest and rental rates.

         Merger Integration. The significant increase in size of the Company's
     operations resulting from the recent mergers has substantially increased
     the demands placed upon the Company's management, including demands
     resulting from the need to integrate the accounting systems, management
     information systems, distribution systems, manufacturing facilities and
     other operations of Fred Meyer Stores, Smith's, QFC and Ralphs/Food 4 Less.
     In addition, the Company may experience additional unexpected costs from
     such integration and/or a loss of customers or sales as a result of the
     recent mergers. There can also be no assurance that the Company will be
     able to maintain the levels of operating efficiency which Fred Meyer
     Stores, Smith's, QFC and Ralphs/Food 4 Less had achieved 

                                       16
<PAGE>
     separately prior to the mergers. The failure to successfully integrate the
     operations of the acquired businesses, the loss of key management personnel
     and the loss of customers or sales could each have a material adverse
     effect on the Company's results of operations or financial position.

         Ability to Achieve Intended Benefits of the Recent Mergers. Management
     believes that significant business opportunities and cost savings are
     achievable as a result of the Smith's, QFC and Ralphs/Food 4 Less mergers.
     Management's estimates of cost savings are based upon many assumptions
     including future sales levels and other operating results, the availability
     of funds for capital expenditures, the timing of certain events as well as
     general industry and business conditions and other matters, many of which
     are beyond the control of the Company. Estimates are also based on a
     management consensus as to what levels of purchasing and similar
     efficiencies should be achievable by an entity the size of the Company.
     Estimates of potential cost savings are forward-looking statements that are
     inherently uncertain. Actual cost savings, if any, could differ from those
     projected and such differences could be material; therefore, undue reliance
     should not be placed upon such estimates. There can be no assurance that
     unforeseen costs and expenses or other factors (whether arising in
     connection with the integration of the Company's operations or otherwise)
     will not offset the estimated cost savings or other components of the
     Company's plan or result in delays in the realization of certain projected
     cost savings.

         Competition. The retail merchandising business in general, and the
     supermarket industry in particular, is highly competitive and generally
     characterized by narrow profit margins. The Company's competitors in each
     of its operating divisions include national and regional supermarket
     chains, discount stores, independent and specialty grocers, drug and
     convenience stores, large category-dominant stores and the newer
     "alternative format" food stores, including warehouse club stores, deep
     discount drug stores, "supercenters" and conventional department stores.
     Competitors of the Company include, among others, Safeway, Albertson's,
     Lucky, Costco, Wal-Mart and Target. Retail businesses generally compete on
     the basis of location, quality of products and service, price, product
     variety and store condition. The Company's ability to compete depends in
     part on its ability to successfully maintain and remodel existing stores
     and develop new stores in advantageous locations.

         Labor Relations. The Company is party to more than 171 collective
     bargaining agreements with unions and locals, covering approximately 60,000
     employees representing approximately 65% of the Company's total employees.
     Among the contracts that have expired or will expire in 1998 are those
     covering 15,500 employees. Typical agreements are three years in duration,
     and as such agreements expire, the Company expects to negotiate with the
     unions and to enter into new collective bargaining agreements. There is no
     assurance, however, that such agreements will be reached without work
     stoppages. A prolonged work stoppage affecting a substantial number of
     stores could have a material adverse effect on the Company's results of
     operations or financial position.


         Forward-looking statements speak only as of the date made. The Company
     undertakes no obligation to publicly release the result of any revisions to
     any forward-looking statements which may be made to reflect subsequent
     events or circumstances or to reflect the occurrence of unanticipated
     events.

                                       17
<PAGE>
                           Part II - OTHER INFORMATION
--------------------------------------------------------------------------------

Item 6. Exhibits and Reports on Form 8-K

   (a)   Exhibits

         27    Restated Financial Data Schedule

   (b)   Reports on Form 8-K

         The Company filed reports on Form 8-K dated June 18, 1998, June 30,
     1998 and July 8, 1998 to disclose information under Item 5 thereof.

                                       18
<PAGE>
                                   Signatures
                                   ----------

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
     registrant has duly caused this report to be signed on its behalf by the
     undersigned thereunto duly authorized.

                                       FRED MEYER, INC.



     Date:  March 4, 1999              By JOHN STANDLEY
                                          --------------------------------------
                                          John Standley
                                          Senior Vice President and
                                          Chief Financial Officer

                                       19