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 May 23, 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 Number)

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

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

                                 Not applicable.
              (Former name, former address and former fiscal year,
                         if changed since last report.)


     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  [XX]          No [  ]




    Number of shares of Common Stock outstanding at June 6, 1998: 151,633,382
<PAGE>
                                TABLE OF CONTENTS


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ................................... 3

Signatures .................................................................. 4

                                       2
<PAGE>
                           PART II. OTHER INFORMATION


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

(a)   Exhibits


27A   Restated Financial Data Schedule
27D   Restated Financial Data Schedule for each fiscal quarter of 1997

                                       3
<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.
                                       (Registrant)



Dated:  July 24, 1998                  DAVID R. JESSICK
                                       -----------------------------------------
                                       David R. Jessick
                                       Executive Vice President of Finance

                                       4
<PAGE>
                                  EXHIBIT INDEX



Exhibit                                                               Sequential
Number       Document Description                                    Page Number
-------      --------------------                                    -----------


27A          Restated Financial Data Schedule
27D          Restated Financial Data Schedule for each
             fiscal quarter of 1997