RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            MEYER-SMITH HOLDCO, INC.
                             A DELAWARE CORPORATION

                    (Originally incorporated on July 7, 1997)


     Pursuant to Sections 242 and 245 of the Delaware General Corporation Law,
the undersigned hereby makes this Restated Certificate of Incorporation of the
Delaware corporation MEYER-SMITH HOLDCO, INC., whose Certificate of
Incorporation was filed in the office of the Secretary of State of Delaware on
July 7, 1997, and certifies as follows:

                                    ARTICLE I

     The name of the Corporation is FRED MEYER, INC.

                                   ARTICLE II

     The registered office and registered agent of the Corporation is The
Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801.

                                   ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity
for which Corporations may be organized under the General Corporation Law of
Delaware.

                                   ARTICLE IV

     A. The total number of shares of stock that the Corporation shall have
authority to issue is five hundred million (500,000,000) shares, consisting of
four hundred million (400,000,000) shares of Common Stock having a par value of
$.01 per share and one hundred million (100,000,000) shares of Preferred Stock
having a par value of $.01 per share.

     B. The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article IV, to provide for the issuance of the
shares of Preferred Stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

     The authority of the Board of Directors with respect to each series shall
include determination of the following:
<PAGE>
          (1)  The number of shares constituting that series and the distinctive
               designation of that series;

          (2)  The dividend rate, if any, on the shares of that series, whether
               dividends shall be cumulative, and, if so, from which date or
               dates, and the relative rights of priority, if any, of payment of
               dividends on shares of that series;

          (3)  Whether that series shall have voting rights, in addition to the
               voting rights provided by law, and, if so, the terms of such
               voting rights and the voting powers, if any, of the holders of
               such series;

          (4)  Whether that series shall have conversion privileges, and, if so,
               the terms and conditions of such conversion, including provision
               for adjustment of the conversion rate in such events as the Board
               of Directors shall determine;

          (5)  Whether or not the shares of that series shall be redeemable,
               and, if so, the terms and conditions of such redemption,
               including the date or dates upon or after which they shall be
               redeemable, and the amount per share payable in case of
               redemption, which amount may vary under different conditions and
               at different redemption dates;

          (6)  Whether that series shall have a sinking fund for the redemption
               or purchase of shares of that series, and, if so, the terms and
               amount of such sinking fund;

          (7)  The rights of the shares of that series in the event of voluntary
               or involuntary liquidation, dissolution or winding up of the
               corporation, and the relative rights of priority, if any, of
               payment of shares of that series; and

          (8)  Any other relative rights, preferences and limitations of that
               series.

     If upon any voluntary or involuntary liquidation, dissolution or winding up
of the corporation, the assets available for distribution to holders of shares
of Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect thereto.

                                    ARTICLE V

     The Board of Directors of the Corporation may alter, amend or repeal the
Bylaws of the Corporation.


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<PAGE>
                                   ARTICLE VI

     No action may be taken by stockholders of this Corporation other than at an
annual or special meeting of stockholders and the ability of stockholders to act
by written consent is specifically denied.

                                   ARTICLE VII

     A. The Corporation shall indemnify to the fullest extent then permitted by
law any person who is made, or threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise (including an action, suit or
proceeding by or in the right of the Corporation) by reason of the fact that the
person is or was a director or officer of the Corporation, or serves or served
at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred in connection therewith. Expenses
incurred by an officer or director in defending a civil or criminal action, suit
or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Corporation as authorized in this Article. The indemnification provided hereby
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any statute, bylaw, agreement, vote of shareholders or
directors or otherwise, both as to action in any official capacity and as to
action in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such person. The foregoing right
to indemnification shall not apply in respect of actions, suits or proceedings
(or parts thereof) against the Corporation unless such action, suit or
proceeding shall have been approved by the Board of Directors.

     Any person other than a director or officer who is or was an employee or
agent of the Corporation, or fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974 with respect to any employee benefit plan
of the Corporation, or is or was serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, may be indemnified to such extent as the Board of Directors in
its discretion at any time or from time to time may authorize.

     B. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the Corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or
repeal.


                                        3
<PAGE>
                                  ARTICLE VIII

     A. The number of directors constituting the entire Board of Directors of
the Corporation shall be not less than three nor more than 15 as fixed from time
to time by the Board of Directors, provided, however, that the number of
directors shall not be reduced so as to shorten the term of any director at the
time in office, and provided further, that the number of directors constituting
the entire Board of Directors shall be eleven until otherwise fixed by a
majority of the entire Board of Directors.

     B. The Board of Directors, other than those who may be elected by the
holders of any class or series of stock having a preference over the Common
Stock as to dividend or upon liquidation, shall be divided into three classes,
as nearly equal in number as the then total number of directors constituting the
entire Board of Directors permits with the term of office of one class expiring
each year. Directors of the first class shall be elected to hold office for a
term expiring at the 1998 annual meeting, directors of the second class shall be
elected to hold office for a term expiring at the 1999 annual meeting and
directors of the third class shall be elected to hold office for a term expiring
at the 2000 annual meeting. Any vacancies in the Board of Directors for any
reason, and any directorships resulting from any increase in the number of
directors, may be filled by the Board of Directors, acting by a majority of the
directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall be elected and
qualified. Subject to the foregoing, at each annual meeting of stockholders the
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting. Despite the expiration of a director's term, the director shall
continue to serve until the director's successor is elected and qualified or the
number of directors is decreased. Directors need not be residents of the State
of Delaware or stockholders of the Corporation.

     C. Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Restated Certificate
of Incorporation or the Bylaws of the Corporation), any director or the entire
Board of Directors of the Corporation may be removed at any time, but only for
cause and only by the affirmative vote of the holders of 75% or more of the
voting power of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose.

     D. Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Restated Certificate
of Incorporation or the Bylaws of the Corporation), the provisions set forth in
this Article VIII may not be amended, altered, changed or repealed in any
respect, nor may any provision be adopted which is inconsistent with this
Article VIII, unless such action is approved by the affirmative vote of the
holders of not less than 75% of the voting power of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose.

                                        4
<PAGE>
     E. Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Restated Certificate
of Incorporation or the Bylaws of the Corporation), the provisions set forth in
Section 1.11 of the Bylaws of the Corporation may not be amended, altered,
changed or repealed in any respect, nor may any provision be adopted which is
inconsistent with Section 1.11 of the Bylaws, unless such action is approved by
the Board of Directors or by the affirmative vote of the holders of not less
than 75% of the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally at an annual or special meeting of
stockholders (considered for this purpose as one class) cast at a meeting of the
stockholders called for that purpose.

     IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates, integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation, and which has been duly adopted in accordance
with Sections 242 and 245 of the Delaware General Corporation Law, has been
executed by a duly authorized officer of the Corporation this 9th day of
September, 1997.


                                       MEYER-SMITH HOLDCO, INC.


                                       By ROGER A COOKE
                                          --------------------------------------
                                          Roger A. Cooke, Senior Vice President


                                       5
<PAGE>
                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                FRED MEYER, INC.


     Pursuant to Section 242 of the Delaware General Corporation Law (the
"DGCL") Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
certify that:

     1. At a meeting of the Board of Directors of the Company, resolutions were
duly adopted setting forth a proposed amendment of the Restated Certificate of
Incorporation of the Company, declaring that amendment to be advisable and
calling a meeting of the stockholders of the Company for consideration of the
amendment. The amendment amends Article VIII, paragraph A to read as follows:

     "The number of directors constituting the entire Board of Directors of
     the Corporation shall be not less than three nor more than 25 as fixed
     from time to time by the Board of Directors, provided, however, that
     the number of directors shall not be reduced so as to shorten the term
     of any director at the time in office, and provided further, that the
     number of directors constituting the entire Board of Directors shall
     be eleven until otherwise fixed by a majority of the entire Board of
     Directors."

     2. The amendment was duly adopted by the stockholders of the Company at a
special meeting of the stockholders duly called and held, upon notice in
accordance with Section 222 of the DGCL.

     3. The amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.

     IN WITNESS WHEREOF, Fred Meyer, Inc. has caused this certificate to be
signed by Roger A. Cooke, its Senior Vice President, this 5th day of March,
1998.

                                       FRED MEYER, INC.


                                       By ROGER A. COOKE
                                          --------------------------------------
                                          Roger A. Cooke
                                          Senior Vice President