8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported) February 13, 1998
                                                        -----------------

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


          Delaware                      1-13339              91-1826443
- --------------------------------------------------------------------------------
 (State or other jurisdiction of      (Commission           (IRS Employer
  incorporation or organization)        File No.)         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)

Item 5. Other Events

     On February 10, 1998, Fred Meyer, Inc., a Delaware corporation ("Fred
Meyer"), Quality Food Centers, Inc., a Washington corporation ("QFC"), and Food
4 Less Holdings, Inc., a Delaware corporation ("Ralphs/Food 4 Less"), entered
into a settlement agreement (the "Settlement Agreement") with the State of
California to settle potential antitrust and unfair competition claims that the
State of California asserted against Fred Meyer, QFC and Ralphs/Food 4 Less
relating to the effects of the proposed mergers involving Fred Meyer and
Ralphs/Food 4 Less and Fred Meyer and QFC (the "Mergers") on supermarket
competition in Southern California (the "State Claims"). Without admitting any
liability in connection with the State Claims, Fred Meyer, QFC and Ralphs/Food 4
Less agreed in the Settlement Agreement to divest 19 specific stores in Southern
California. Under the Settlement Agreement, following the merger of Fred Meyer
and Food 4 Less, Fred Meyer must divest 13 stores within six months of closing
and the balance of six stores within nine months of closing. Fred Meyer also
agreed not to acquire new stores from third parties in the Southern California
areas specified in the Settlement Agreement (covering substantially all of the
Los Angeles metropolitan area) for five years following the date of the
Settlement Agreement without providing prior notice to the State of California.
If Fred Meyer fails to divest the required stores by the two dates set forth in
the Settlement Agreement, Fred Meyer has agreed not to object to the appointment
of a trustee to effect the required sales. The Settlement Agreement also
requires Fred Meyer to pay the reasonable fees and costs of the attorneys and
experts of the State of California associated with its review. Management does
not believe that such divestitures will materially adversely affect Fred Meyer's
business strategy, financial condition or results of operations. Notification
filings relating to the Mergers were filed with the Antitrust Division of the
United States Department of Justice and the United States Federal Trade
Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and
all applicable waiting periods have expired.

     Fred Meyer has issued a press release dated February 13, 1998, which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 7. Financial Statements and Exhibits

     (c) Exhibits.

          99.1 Press Release dated February 13, 1998.


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                                    SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) 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.

     Dated: February 13, 1998

                                      FRED MEYER, INC.



                                      By: ROGER A. COOKE
                                          -------------------------------------
                                          Roger A. Cooke
                                          Senior Vice President, General Counsel
                                          and Secretary


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                                  EXHIBIT INDEX

                                                                 Sequential Page
Exhibit No.     Description                                            No.
- -----------     -----------                                      ---------------

   99.1         Press Release dated February 13, 1998.

EX-99.1

                                                                    Exhibit 99.1

                                            Contact:  Rob Boley     503-797-7176



                  Fred Meyer Reaches Favorable Settlement with
                 California Attorney General; FTC Review Closed

                     Clears Way for Ralphs and QFC Mergers

Portland, OR -- (February 13, 1998) -- Fred Meyer, Inc. (NYSE:FMY) said today
that it reached a favorable agreement with the California Attorney General
regarding the divestiture of 19 southern California stores, owned by Ralphs
Grocery Company and QFC's Hughes Family Markets, as precursor to its planned
merger with Ralphs and QFC (NYSE: XQ) in early March. Upon receipt of
notification of the agreement, the Federal Trade Commission closed its review of
the impending transaction.

The proposed merger of three prominent western regional supermarket companies
will create one of the five largest supermarket companies in the United States
with $15 billion in annual sales, more than 900 food and specialty stores and
88,000 employees in 22 states. The combined company will have leading food
market position in seven of the 10 fastest growing states and the #1 or #2
market positions in Los Angeles, Las Vegas, Salt Lake City, Seattle, Phoenix,
Portland and Albuquerque.

Fred Meyer, Inc., headquartered in Portland, Oregon, is a major western retailer
selling a wide range of food, apparel, general merchandise, home electronics,
home improvement and fine jewelry products. The company currently operates 433
stores in 22 states and employs approximately 50,000 people.


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