POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents an each of them shall do or cause to be done by virtue hereof. Any one of
said attorney or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           ROBERT D. BEYER
                                           -------------------------------------
                                           Robert D. Beyer

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorney or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           VIVIAN A. BULL
                                           -------------------------------------
                                           Vivian A. Bull

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           RONALD W. BURKLE
                                           -------------------------------------
                                           Ronald W. Burkle

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorney or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           JAMES J. CURRAN
                                           -------------------------------------
                                           James J. Curran


<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents a each of them shall do or cause to be done by virtue hereof. Any one of
said attorney or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           A. M. GLEASON
                                           -------------------------------------
                                           A. M. Gleason

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents an each of them shall do or cause to be done by virtue hereof. Any one of
said attorney or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           CARLTON J. JENKINS
                                           -------------------------------------
                                           Carlton J. Jenkins

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           BRUCE KARATZ
                                           -------------------------------------
                                           Bruce Karatz

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           JOHN G. KING
                                           -------------------------------------
                                           John G. King

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           ROGER S. MEIER
                                           -------------------------------------
                                           Roger S. Meier

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any an all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents an each of them shall do or cause to be done by virtue hereof. Any one of
said attorney or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



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

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           STEVEN R. ROGEL
                                           -------------------------------------
                                           Steven R. Rogel

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           STUART M. SLOAN
                                           -------------------------------------
                                           Stuart M. Sloan

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



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

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           BERTRAM R. ZWEIG
                                           -------------------------------------
                                           Bertram R. Zweig

<PAGE>
                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, a director and/or
officer of Fred Meyer, Inc., a Delaware corporation (the "Company"), does hereby
constitute and appoint Robert G. Miller, Kenneth Thrasher and Roger A. Cooke,
and each of them, true and lawful attorney and agent, to do any and all acts and
things and execute in his name as a director or officer of the Company the
Annual Report on Form 10-K for the year ended January 31, 1998 and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission;
and the undersigned does hereby ratify and confirm all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof. Any one
of said attorneys or agents shall have, and may exercise, all powers conferred.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 14th day of April, 1998.



                                           MARC H. RAPAPORT
                                           -------------------------------------
                                           Marc H. Rapaport