S-3/A

   
       As filed with the Securities and Exchange Commission on February 2, 1998.
                                                      Registration No. 333-44537
    
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

   
                                 AMENDMENT NO. 1
                                       to
    
                                    Form S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

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



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

                      3800 SE 22nd Avenue                                                    Roger A. Cooke
                    Portland, Oregon  97202                                              Senior Vice President,
                        (503) 232-8844                                                General Counsel and Secretary
      (Address, including zip code, and telephone number,                                   Fred Meyer, Inc.
including area code, of registrant's principal executive offices)                          3800 SE 22nd Avenue
                                                                                         Portland, Oregon  97202
                                                                                             (503) 232-8844
                                                                                (Name, address, including zip code, and
                                                                      telephone number, including area code, of agent for service)


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

     It is respectfully requested that the Commission send copies of all
notices, orders and communications to:



                                                                                        
           Gary R. Barnum                Michael A. Becker             George G. Golleher              Marc W. Evanger
           Stoel Rives LLP            Cahill Gordon & Reindel      Food 4 Less Holdings, Inc.    Quality Food Centers, Inc.
   900 SW Fifth Avenue, Suite 2300      Eighty Pine Street           1100 West Artesia Blvd.     10112 NE 10th St., Ste 201
         Portland, OR 97204           New York, NY 10005-1702          Compton, CA 90220             Bellevue, WA 98004
       (503) 294-9114 (phone)         (212) 701-3000 (phone)         (310) 884-9000 (phone)        (425) 462-2179 (phone)
        (503) 220-2480 (fax)           (212) 269-5420 (fax)           (310) 884-2505 (fax)          (425) 462-2217 (fax)


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

                  Approximate date of commencement of proposed
              sale to the public: As promptly as practicable after
                 this registration statement becomes effective.


If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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



                         CALCULATION OF REGISTRATION FEE

====================================================================================================
                                                  Proposed
                                                   maximum
        Title of each class of                    aggregate                        Amount of
     securities to be registered              offering price(2)                 registration fee
- ----------------------------------------------------------------------------------------------------
                                                                             
   
Debt Securities(1)                             $2,500,000,000                      $737,500(3)
    
====================================================================================================

(1)  Includes guarantees (if any) of Debt Securities by Co-Registrants, who are,
     or will be, direct and indirect subsidiaries of Registrant.
   
(2)  Determined solely for the purpose of calculating the Registration Fee
     pursuant to Rule 457 of the General Rules and Regulations under the
     Securities Act of 1933 or if any Debt Securities are issued (i) with a
     principal amount denominated in one or more foreign currencies or currency
     units, such principal amount as shall result in an aggregate initial public
     offering price equivalent to $2,500,000,000 at the time of the initial
     offering or (ii) at an original issue discount, such greater principal
     amount as shall result in proceeds to the Registrant of $2,500,000,000.

(3)  Includes $590,000 paid with initial filing of Registration Statement.
    


     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such a date as the Commission, acting pursuant to said
Section 8(a), may determine.

     The following entities are, or may become upon the completion of the merger
of Q-Acquisition Corp. with Quality Food Centers, Inc., or the merger of FFL
Acquisition Corp. with Food 4 Less Holdings, Inc., as the case may be, direct or
indirect subsidiaries of Registrant, and may guarantee an issue of the Debt
Securities and are Co-Registrants under this Registration Statement.



                                                 Jurisdiction of
                                                  Incorporation                           I.R.S. Employer
Name of Co-Registrant                            or Organization                        Identification No.
- ---------------------                            ---------------                        ------------------
                                                                                              
Fred Meyer Stores, Inc.                              Delaware                                93-0798201
B&B Stores, Inc.                                     Montana                                 93-0798200
B&B Pharmacy, Inc.                                   Montana                                 93-0798200
CB&S Advertising Agency, Inc.                        Oregon                                  93-0587794
Distribution Trucking Company                        Oregon                                  93-0786441
FM, Inc.                                             Utah                                    93-1197669
FM Holding Corporation                               Delaware                                93-0864302
Grand Central, Inc.                                  Utah                                    87-0277527
FM Retail Services, Inc.                             Washington                              91-1628326
   
Fred Meyer of Alaska, Inc.                           Alaska                                  93-0802793
    
Fred Meyer of California, Inc.                       California                              93-0979434
Fred Meyer Jewelers, Inc.                            Delaware                                93-1197671
Merksamer Jewelers, Inc.                             California                              68-0202947
Roundup Co.                                          Washington                              93-0798202
JH Properties, Inc.                                  Washington                              91-1816127
Smith's Food & Drug Centers, Inc.                    Delaware                                87-0258768
Compare, Inc.                                        Delaware                                86-0609950
Richie's, Inc.                                       Texas                                   74-2047032
Saint Lawrence Holding Company                       Delaware                                86-0504830
Smith's Beverage of Wyoming, Inc.                    Wyoming                                 80-0126833
Smitty's Supermarkets, Inc.                          Delaware                                86-0765032
Smitty's Equipment Leasing, Inc.                     Delaware                                86-0758585
Smitty's Super Valu, Inc.                            Delaware                                13-3054103
Treasure Valley Land Company, L.C.                   Idaho                                   82-0474377
Western Property Investment
    Group, Inc.                                      California                              87-0485081

Quality Food Centers, Inc.**                         Washington                              91-1330075
Hughes Markets, Inc.**                               California                              95-1947206
Hughes Realty, Inc.**                                California                              95-2253719
KU Acquisition Corporation**                         Washington                              91-1765648
Second Story, Inc.**                                 Washington                              91-1753356
Quality Food, Inc.**                                 Delaware                                91-1829342
Quality Food Holdings, Inc.**                        Delaware                                91-1829339
QFC Sub, Inc.**                                      Washington                              [pending]

Food 4 Less Holdings, Inc.**                         Delaware                                33-0642810
Ralphs Grocery Company**                             Delaware                                95-4356030
Alpha Beta Company**                                 California                              95-1456805
Bay Area Warehouse Stores, Inc.**                    California                              93-1087199
Bell Markets, Inc.**                                 California                              94-1569281
Cala Co.**                                           Delaware                                95-4200005
Cala Foods, Inc.**                                   California                              94-1342664
Crawford Stores, Inc.**                              California                              95-0657410
Falley's, Inc.**                                     Kansas                                  48-0605992
Food 4 Less of California, Inc.**                    California                              33-0293011
Food 4 Less of Southern California, Inc.**           Delaware                                33-0483203
Food 4 Less Merchandising, Inc.**                    California                              33-0483193
Food 4 Less GM, Inc.**                               California                              95-4390406

**Each such Co-Registrant to guarantee the Debt Securities if (a) such entity
becomes a direct or indirect subsidiary of the Company and (b) such entity
otherwise approves the guarantee of such issue of Debt Securities.


                                       I-1

- --------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
- --------------------------------------------------------------------------------

   
                 SUBJECT TO COMPLETION, DATED FEBRUARY 2, 1998.
    
Prospectus

   
                                 $2,500,000,000
    

                                FRED MEYER, INC.

                                 Debt Securities

   
     Fred Meyer, Inc. (the "Company") may offer from time to time up to
$2,500,000,000 of its debt securities consisting of notes, debentures or other
evidences of indebtedness (the "Debt Securities"). The Debt Securities will be
unsecured and unsubordinated obligations of the Company and will rank equally
and ratably, on a pari passu basis, with other unsecured and unsubordinated
obligations of the Company. The Debt Securities may be offered as separate
series in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and set forth in a Prospectus Supplement or
Prospectus Supplements.

     The terms of each series of Debt Securities, including, where applicable,
the specific designation, aggregate principal amount, authorized denominations,
maturity, rate or rates, and time or times of payment of any interest, any terms
for optional or mandatory redemption, required repurchases or payment of
additional amounts or any sinking fund provisions, additional or different
covenants or events of default, the initial public offering price, guarantees
thereof, the proceeds to the Company and any other specific terms in connection
with the offering and sale of such series (the "Offered Debt Securities") will
be set forth in a Prospectus Supplement or Prospectus Supplements. Any
guarantees of the Debt Securities by Quality Food Centers, Inc. ("QFC") and its
direct and indirect subsidiaries and by Food 4 Less Holdings, Inc. ("Food 4
Less") and its direct and indirect subsidiaries are conditioned upon QFC, Food 4
Less, and their respective subsidiaries, as the case may be, becoming direct or
indirect subsidiaries of the Company.
    

     The Debt Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If any agents of the Company or any underwriters are involved
in the sale of any Debt Securities in respect of which this Prospectus is being
delivered, the names of such agents or underwriters and any applicable
commissions or discounts will be set forth in a Prospectus Supplement. The net
proceeds to the Company from such sale also will be set forth in a Prospectus
Supplement. See "Plan of Distribution" for possible indemnification arrangements
for underwriters, dealers and agents.

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

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                 PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.

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

     This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.

               The date of this Prospectus is ____________, 1998.

No person has been authorized to give any information or to make any
representations other than those contained in the Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities offered
hereby, nor does it constitute an offer to sell or the solicitation of an offer
to buy such securities in any circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
or thereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or that
the information contained herein or therein is correct as of any time subsequent
to its date.

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

                                TABLE OF CONTENTS

                                                                            Page
                                   Prospectus

Available Information..........................................................2
Incorporation of Certain Documents by Reference ...............................3
The Company....................................................................4
Use of Proceeds................................................................4
Ratio of Earnings to Fixed Charges ............................................4
Description of Debt Securities.................................................4
Plan of Distribution..........................................................12
Legal Matters ................................................................12
Experts.......................................................................13


                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the following regional
offices of the Commission: New York Regional Office, 7 World Trade Center, New
York, New York 10048; and Chicago Regional Office, 1400 Citicorp Center, 500
West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. In addition, the
aforementioned material can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. Such material
may also be accessed through an Internet Web site maintained by the Commission
at http://www.sec.gov.

     The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which are available from the
Public Reference Section of the Commission at prescribed rates as described
above. Statements contained herein concerning the provisions of documents filed
with, or incorporated by reference in, the Registration Statement as exhibits
are necessarily summaries of such provisions and documents, and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.

                                        2

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company and certain Guarantors (as
defined below) with the Commission pursuant to the Exchange Act are incorporated
into this Prospectus by reference:

     (i) the Company's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997, as amended;

   
     (ii) the Company's Quarterly Reports on Form 10-Q for the quarters ended
May 24, 1997, August 16, 1997 and November 8, 1997, as amended;
    

     (iii) the Company's Current Reports on Form 8-K, dated September 9, 1997
and November 6, 1997;

     (iv) the Annual Report on Form 10-K for Quality Food Center, Inc. ("QFC")
for the fiscal year ended December 28, 1996, as amended;

     (v) QFC's Quarterly Reports on Form 10-Q for the quarters ended March 22,
1997, June 14, 1997 and September 6, 1997, as amended;

   
     (vi) QFC's Current Reports on Form 8-K, dated November 12, 1996, March 19,
1997 and November 6, 1997, as amended;

     (vii) the Annual Report on Form 10-K for Food 4 Less Holdings, Inc. ("Food
4 Less") for the fiscal year ended February 2, 1997, as amended;

     (viii) Food 4 Less's Quarterly Reports on Form 10-Q for the quarters ended
April 27, 1997, July 20, 1997 and October 12, 1997, as amended;

     (ix) Food 4 Less's Current Report on Form 8-K, dated November 6, 1997; and

     (x) the definitive Joint Proxy and Consent Solicitation
Statement/Prospectus of the Company, QFC and Food 4 Less dated January 27, 1998;


     All documents filed by the Company, QFC and Food 4 Less pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of the filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

     The Company, QFC and Food 4 Less undertake to provide without charge to
each person, including any beneficial owner, to whom a copy of this Prospectus
has been delivered, on written or oral request, a copy of any and all of the
documents incorporated in this Prospectus by reference, other than exhibits to
such documents not specifically incorporated by reference therein. Requests for
such copies from the Company should be directed to Fred Meyer, Inc., at its
principal executive offices located at 3800 SE 22nd Avenue, Portland, Oregon
97202, Attention: Roger A. Cooke, Senior Vice President, General Counsel and
Secretary (Telephone: (503) 232-8844). Requests for such copies from QFC should
be directed to Quality Food Center, Inc., at its principal executive offices
located at 10112 NE 10th Street, Suite 201 Bellevue, Washington 98004,
Attention: Susan Obuchowski, Secretary (Telephone: (425) 462-2177). Requests for
such copies from Food 4 Less should be directed to Food 4 Less Holdings, Inc.,
at its principal executive offices located at 1100 West Artesia Boulevard,
Compton, California 90220, Attention: Terrence J. Wallock, Secretary (Telephone:
(310) 884-9900).
    

                                       3

                                   THE COMPANY

     The Company is a holding company which, through its subsidiaries, operates
as a regional retailer of a wide range of food and drug products and general
merchandise including: apparel, photo and electronics, products for the home and
fine jewelry.

     The Company was incorporated in Delaware in July 1997. The Company's
principal executive offices are located at 3800 SE 22nd Avenue, Portland, Oregon
97202 and its telephone number is (503) 232-8844.


                                 USE OF PROCEEDS

     Unless otherwise indicated in a Prospectus Supplement, the net proceeds to
the Company from the issuance and sale of the Debt Securities will be used for
general corporate purposes, including the repayment of indebtedness that may be
incurred from time to time, working capital, future acquisitions and further
investments in subsidiaries.


                       RATIO OF EARNINGS TO FIXED CHARGES

     The ratios of earnings to fixed charges of the Company for each of the five
fiscal years ending the Saturday closest to January 31 and for the forty week
period ending November 9, 1996 and November 8, 1997 were as follows:



                                                                                       40 Weeks Ending
                                           Fiscal Years Ending                 -----------------------------
                                ----------------------------------------       November 9,       November 8,
                                1992     1993     1994     1995     1996          1996              1997
                                ----     ----     ----     ----     ----       -----------       -----------
                                                                                
   
Ratio of Earnings to
Fixed Charges                   1.91     2.27     1.09     1.42     1.88          1.53              1.67
    


     For the purpose of computing such ratios, "earnings" represents the
aggregate of (a) income before income taxes and (b) fixed charges. "Fixed
charges" represents (a) consolidated interest charges, (b) the amortization of
debt discount and expense and premium on indebtedness and (c) the portion of
rental expense which the Company considers representative of an interest factor.


                         DESCRIPTION OF DEBT SECURITIES

     The Debt Securities are to be issued under an Indenture (as amended or
supplemented from time to time, the "Indenture") among the Company, the
Guarantors and The First National Bank of Chicago, as Trustee (the "Trustee"), a
copy of which is filed as an exhibit to the Registration Statement. The
statements herein relating to the Debt Securities and the following summaries of
certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all the
provisions of the Indenture, including the definitions therein of certain terms,
and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
Wherever particular sections or defined terms of the Indenture are referred to
in this Prospectus or in a Prospectus Supplement, such sections or defined terms
are incorporated herein or therein by reference. The definitions of certain
terms used in the following summary are set forth below under "--Certain
Definitions."

     The following sets forth certain general terms and provisions of the Debt
Securities offered hereby. The particular terms of the Offered Debt Securities
and the extent, if any, to which such general terms and provisions

                                       4

may not apply to the Offered Debt Securities will be described in the Prospectus
Supplement relating to such Offered Debt Securities (the "Applicable Prospectus
Supplement").

General

     The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and Debt Securities may be issued thereunder from time to time
in one or more series. The Debt Securities will be unsecured and unsubordinated
obligations of the Company and will rank equally and ratably, on a pari passu
basis, with other unsecured and unsubordinated obligations of the Company. The
Debt Securities will be effectively subordinated to any secured indebtedness of
the Company to the extent of the assets securing such indebtedness.

     Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of, premium, if any, and interest on the Debt Securities will be
payable, and the transfer of Debt Securities will be registrable, at the office
or agency to be maintained by the Company in the borough of Manhattan in The
City of New York and at any other office or agency maintained by the Company for
such purpose. (Sections 301, 305 and 1002) Unless otherwise indicated in the
Applicable Prospectus Supplement, the Debt Securities will be issued only in
fully registered form without coupons and in denominations of $1,000 and any
integral multiples thereof. (Section 302) No service charge will be made for any
registration of transfer or exchange of the Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith. (Section 305)

     The Applicable Prospectus Supplement will describe the terms of the Offered
Debt Securities, including: (1) the title of the Offered Debt Securities; (2)
any limit on the aggregate principal amount of the Offered Debt Securities; (3)
the person or entity to whom any interest on the Offered Debt Securities shall
be payable, if other than the person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest; (4) the date or dates on which the principal of
and premium, if any, on the Offered Debt Securities is payable or the method of
determination thereof; (5) the rate or rates at which the Offered Debt
Securities shall bear interest, if any, or the method of calculating such rate
or rates of interest, the date or dates from which any such interest shall
accrue or the method by which such date or dates shall be determined, the
Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date for interest payable on any Interest Payment Date; (6) the
place or places where the principal of, premium, if any, and interest on the
Offered Debt Securities shall be payable; (7) the period or periods within
which, the price or prices at which, the currency or currencies (including
currency units) in which and the other terms and conditions upon which the
Offered Debt Securities may be redeemed, in whole or in part, at the option of
the Company; (8) the obligation, if any, of the Company to redeem or purchase
the Offered Debt Securities pursuant to any sinking fund or analogous provisions
or at the option of a holder thereof and the period or periods within which, the
price or prices at which and the other terms and conditions upon which the
Offered Debt Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation; (9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Offered Debt
Securities shall be issuable; (10) the currency, currencies or currency units in
which payment of the principal of and any premium and interest on any Offered
Debt Securities shall be payable if other than the currency of the United States
of America and the manner of determining the equivalent thereof in the currency
of the United States of America; (11) if the amount of payments of principal of
or any premium or interest on any Offered Debt Securities may be determined with
reference to an index, formula or other method, the index, formula or other
method by which such amounts shall be determined; (12) if the principal of or
any premium or interest on any Offered Debt Securities is to be payable, at the
election of the Company or a holder thereof, in one or more currencies or
currency units other than that or those in which the Debt Securities are stated
to be payable, the currency, currencies or currency units in which payment of
the principal of and any premium and interest on the Offered Debt Securities as
to which such election is made shall be payable, and the periods within which
and the other terms and conditions upon which such election is to be made; (13)
if other than the principal amount thereof, the portion of the principal amount
of the Offered Debt Securities which shall be payable upon declaration of
acceleration of the maturity thereof or the method by which such portion may be
determined; (14) the applicability of the provisions described under
"--Defeasance of Offered Debt Securities or Certain Covenants in Certain
Circumstances"; (15) if the Offered Debt Securities will be issuable only in the
form of a Book Entry Security as described under "--Book Entry Debt Securities",
the Depositary or its nominee with respect to the Offered Debt 

                                       5

Securities and the circumstances under which the Book Entry Security may be
registered for transfer or exchange or authenticated and delivered in the name
of a person or entity other than the Depositary or its nominee; (16) any
additional, modified or different covenants applicable to one or more particular
series of Debt Securities; (17) any addition to or change in the Events of
Default of the Offered Debt Securities and any change in the right of the
Trustee or the requisite Holders to declare the principal amount due and
payable; (18) any additional terms with respect to the Guarantees including,
without limitation, terms relating to release of the Guarantees and the addition
of additional Guarantors; and (19) other terms of the Offered Debt Securities.
(Section 301)

   
     Each Applicable Prospectus Supplement will describe, as to the Debt
Securities to which it relates, any guarantees (the "Guarantees") by the direct
and indirect subsidiaries of the Company (the "Guarantors"), and any terms
regarding the release of such Guarantees. Guarantees of the Debt Securities by
QFC, Food 4 Less and their respective subsidiaries, are conditioned upon such
entities, as the case may be, becoming direct or indirect subsidiaries of the
Company. (Sections 1401 and 1403)
    

     Debt Securities may be issued under the Indenture as Original Issue
Discount Debt Securities to be offered and sold at a substantial discount below
their stated principal amount. Special Federal income tax, accounting and other
considerations applicable thereto will be described in the Prospectus Supplement
relating thereto. "Original Issue Discount Debt Security" means any Debt
Security which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of the maturity thereof
upon the occurrence and continuance of an Event of Default. (Section 101)

     If the purchase price of any of the Debt Securities is payable in one or
more foreign currencies or currency units, if any Debt Securities are
denominated in one or more foreign currencies or currency units or if the
principal of, premium, if any, or interest, if any, on any Debt Securities is
payable in one or more foreign currencies or currency units, the restrictions,
elections, material U.S. federal income tax considerations and other information
with respect to such issue of Debt Securities and such foreign currency or
currency units will be set forth in the Applicable Prospectus Supplement.

     If any index is used to determine the amount of payments of principal of,
premium, if any, or interest, if any, on any series of Debt Securities, material
U.S. federal income tax, accounting and other considerations applicable thereto
will be described in the Applicable Prospectus Supplement.

Book Entry Debt Securities

     The following description of Book Entry Securities will apply to any series
of Debt Securities except as otherwise provided in the Prospectus Supplement
relating thereto.

     The Debt Securities of a series may be issued in the form of one or more
Book Entry Securities that will be deposited with or on behalf of a Depositary,
which will be a clearing agent registered under the Exchange Act. Book Entry
Securities will be registered in the name of the Depositary or a nominee of the
Depositary, will be deposited with such Depositary or nominee or a custodian
therefor and will bear a legend regarding the restrictions on exchanges and
registration of transfer thereof and any such other matters as may be provided
for pursuant to the Indenture. Unless and until it is exchanged in whole or in
part for Debt Securities in definitive certificated form, a Book Entry Security
may not be transferred or exchanged except as a whole to the Depositary, its
successors or their respective nominees. (Section 305)

     Upon the issuance of any Book Entry Security, and the deposit of such Book
Entry Security with or on behalf of the Depositary for such Book Entry Security,
the Depositary will credit on its book-entry registration and transfer system
the respective principal amounts of the Debt Securities represented by such Book
Entry Security to the accounts of institutions ("participants") that have
accounts with the Depositary. The accounts to be credited will be designated by
the underwriters or agents engaging in the distribution of such Debt Securities
or by the Company, if such Debt Securities are offered and sold directly by the
Company. Ownership of beneficial interests in a Book Entry Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in a Book Entry Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depositary for such Book Entry Security or by its

                                       6

nominee. Ownership of beneficial interests in such Book Entry Security by
persons who hold through participants will be shown on, and the transfer of such
beneficial interests within such participants will be effected only through,
records maintained by such participants. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such laws may impair the ability to transfer beneficial
interests in such a Book Entry Security.

     So long as the Depositary for a Book Entry Security, or its nominee, is the
owner of such Book Entry Security, such Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the Debt Security
represented by such Book Entry Security for all purposes under the Indenture.
Accordingly, each person owning a beneficial interest in such Book Entry
Security must rely on the procedures of the Depositary and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a holder under such
Indenture. The Company understands that under existing industry practices, if it
requests any action of holders or if an owner of a beneficial interest in a Book
Entry Security desires to give or take any instruction or action which a holder
is entitled to give or take under the Indenture, the Depositary would authorize
the participants holding the relevant beneficial interests to give or take such
instruction or action, and such participants would authorize beneficial owners
owning through such participants to give or take such instruction or action or
would otherwise act upon the instructions of beneficial owners holding through
them. The Holder of any Book Entry Security may grant proxies and otherwise
authorize any Person to take any action which a Holder is entitled to take under
the Indenture or the Securities.

     Unless otherwise specified in the Applicable Prospectus Supplement,
payments with respect to principal, premium, if any, and interest, if any, on
the Debt Securities represented by a Book Entry Security registered in the name
of the Depositary or its nominee will be made to such Depositary or its nominee,
as the case may be, as the registered owner of such Book Entry Security. The
Company expects that the Depositary for any Debt Securities represented by a
Book Entry Security, upon receipt of any payment of principal or interest in
respect of such Book Entry Security, will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the Book Entry Security as shown on the records of the Depositary.
The Company also expects that payments by participants to owners of beneficial
interests in such Book Entry Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities in bearer form held for the accounts of customers or registered
in "street name", and will be the responsibility of such participants. None of
the Company, the Trustee or any agent of the Company or the Trustee shall have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, beneficial interests in any Book Entry Security, or
for maintaining, supervising or reviewing any records relating to such
beneficial interests.

     Unless otherwise specified in the Applicable Prospectus Supplement,
transfers of any Book Entry Security will be limited to transfers in whole, but
not in part, to the Depositary, its successors or their respective nominees.
Interests of beneficial owners in the Book Entry Security may be transferred or
exchanged for definitive Securities in accordance with the rules and procedures
of the Depositary. In addition, definitive Securities will be exchangeable for a
Book Entry Security if the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for the Book Entry Security and a successor
depositary is not appointed by the Company within 90 days of such notice or if
an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depositary to issue definitive Securities.

Certain Covenants of the Company

     Unless otherwise indicated in the Applicable Prospectus Supplement, the
Indenture does not limit the amount of Debt that may be incurred by the Company
or its Subsidiaries or contain covenants specifically designed to protect
holders of Debt Securities in the event of a highly leveraged transaction,
restructuring, change in control, merger or similar transaction involving the
Company that may adversely affect holders of Debt Securities. 

Events of Default

     Any one of the following events will constitute an "Event of Default" under
the Indenture with respect to Debt Securities of any series: (a) failure to pay
any interest on any Debt Security of that series when due, 

                                       7

continued for 30 days; (b) failure to pay principal of or any premium on any
Debt Security of that series when due; (c) failure to deposit any sinking fund
payment, when due, in respect of any Debt Security of that series; (d) failure
to perform, or breach of, any covenant or other agreement of the Company or any
Guarantor in the Indenture with respect to Debt Securities of that series
continued for 60 days after written notice as provided in the Indenture; (e) a
default under any indebtedness for money borrowed by the Company or any
Subsidiary if (A) such default either (1) results from the failure to pay the
principal or interest of any such indebtedness at its stated maturity or (2)
relates to an obligation other than the obligation to pay the principal or
interest of such indebtedness at its stated maturity and results in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable, (B) the principal amount of
such indebtedness, together with the principal amount of any other such
indebtedness in default for failure to pay principal or interest at stated
maturity or the maturity of which has been so accelerated, aggregates $30.0
million or more at any one time outstanding and (C) such indebtedness is not
discharged, or such acceleration is not rescinded or annulled, within 10
business days after written notice as provided in the Indenture; (f) one or more
judgments, orders, or decrees of any court or regulatory or administrative
agency for the payment of money in excess of $30.0 million either individually
or in the aggregate shall have been rendered against the Company or any
Significant Subsidiary (whether or not a Guarantor) or any of their respective
properties and shall not have been discharged and either (A) any creditor shall
have commenced an enforcement proceeding upon such judgment, order, or decree or
(B) there shall have been a period of 60 consecutive days during which a stay of
enforcement of such judgment, order or decree, by reason of a pending appeal or
otherwise, shall not be in effect; (g) certain events of bankruptcy, insolvency
or reorganization of the Company or any Significant Subsidiary (whether or not a
Guarantor); (h) any Guarantee of a Guarantor which is a Significant Subsidiary
ceases to be in full force and effect (other than in accordance with the terms
of such Guarantee and the Indenture) or is declared null and void and
unenforceable or found to be invalid or any Guarantor denies its liability under
its Guarantee (other than by reason of release of a Guarantor from its Guarantee
in accordance with the terms of the Indenture and the Guarantee); or (i) any
other Event of Default provided in the Applicable Prospectus Supplement with
respect to Debt Securities of that series. (Section 501)

     If an Event of Default (other than an Event of Default described in clause
(g) of the preceding paragraph with respect to the Company) with respect to the
Debt Securities of any series at the time Outstanding shall occur and be
continuing, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of that series may
accelerate the maturity of all Debt Securities of that series; provided,
however, that after such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
non-payment of accelerated principal, have been cured or waived as provided in
the Indenture. If an Event of Default described in clause (g) of the immediately
preceding paragraph occurs with respect to the Company, the Outstanding Debt
Securities will ipso facto become immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. (Section 502)

     Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Debt Securities that are Original Issue Discount Debt
Securities for the particular provisions relating to acceleration of the Stated
Maturity of a portion of the principal amount of such series of Original Issue
Discount Debt Securities upon the occurrence of an Event of Default and the
continuation thereof.

     The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the holders of Debt Securities, unless such
holders shall have offered to the Trustee reasonable indemnity. (Section 603)
Subject to such provisions for the indemnification of the Trustee and to certain
other conditions, the holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of that series. (Section 512)

     No holder of Debt Securities of any series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such holder shall have previously given to the Trustee written 

                                       8

notice of a continuing Event of Default and unless the holders of at least 25%
in aggregate principal amount of the Outstanding Debt Securities of that series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
(Section 507) However, such limitations do not apply to a suit instituted by a
holder of Debt Securities for enforcement of payment of the principal of and
premium, if any, or interest on such Debt Securities on or after the respective
due dates expressed in such Debt Securities. (Section 508)

     The Company is required to furnish to the Trustee annually a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1004)

Modification and Waiver

     Modifications and amendments of the Indenture may be made by the Company,
the Guarantors and the Trustee without the consent of the holders of any of the
Debt Securities in order (i) to evidence the succession of another entity to the
Company and the assumption of the covenants and obligations of the Company under
the Debt Securities and the Indenture by such successor to the Company; (ii) to
add to the covenants of the Company or any Guarantor for the benefit of the
holders of all or any series of Debt Securities or to surrender any right or
power conferred on the Company by the Indenture; (iii) to add additional Events
of Default with respect to any series of Debt Securities; (iv) to add to or
change any provisions to such extent as may be necessary to permit or facilitate
the issuance of Debt Securities in bearer form or to facilitate the issuance of
Book Entry Securities; (v) to add to, change or eliminate any provision
affecting only Debt Securities not yet issued; (vi) to secure the Debt
Securities; (vii) to establish the form or terms of Debt Securities of any
series; (viii) to evidence and provide for successor Trustees or to add or
change any provisions to such extent as may be necessary to provide for or
facilitate the appointment of a separate Trustee or Trustees for specific series
of Debt Securities; (ix) to permit payment in respect of Debt Securities in
bearer form in the United States to the extent allowed by law; (x) to cure any
ambiguity, to correct or supplement any mistaken or inconsistent provisions or
to make any other provisions with respect to matters or questions arising under
the Indenture, the Debt Securities of any series or any Guarantee provided that
any such action described in this clause (x) (other than in respect of a
mistaken provision) does not adversely affect in any material respect the rights
of any holder of Debt Securities of any series then outstanding; (xi) to comply
with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act of 1939, as
amended; and (xii) to add or remove a Guarantor in accordance with the terms of
the Indenture. (Section 901)

     Modifications and amendments of, and waivers with respect to, the Indenture
also may be made by the Company and the Trustee with the consent of the holders
of not less than a majority in aggregate principal amount of the Outstanding
Debt Securities of each series issued under the Indenture and affected by the
modification or amendments; provided, however, that no such modification or
amendment may, without the consent of the holders of all Debt Securities
affected thereby, (i) change the Maturity or Stated Maturity of the principal
amount of, or any installment of principal of or interest on, any Debt Security;
(ii) reduce the principal amount of, or the premium, if any, or interest on any
Debt Security (including in the case of an Original Issue Discount Debt Security
the amount payable upon acceleration of the maturity thereof ); (iii) change the
place or currency of payment of principal of, premium, if any, or interest on
any Debt Security; (iv) impair the right to institute suit for the enforcement
of any payment on any Debt Security on or after the Stated Maturity thereof (or
in the case of redemption or repurchase, on or after the Redemption Date or
repurchase date, as applicable); or (v) reduce the percentage in principal
amount of Outstanding Debt Securities of any series, the consent of whose
holders is required for modification or amendment of the Indenture or for waiver
of compliance with certain provisions of the Indenture or for waiver of certain
defaults; (vi) modify any of the provisions of the Indenture relating to the
time at which any Security may be redeemed or requiring the repurchase of such
Security by the Company; (vii) modify any of the provisions of the Indenture
relating to the modification and amendment provisions of the Indenture or the
waiver of past defaults, except to increase any percentage set forth in such
provisions or to provide that certain other provisions of the Indenture cannot
be modified or waived without the consent of the Holder of each outstanding
Security affected thereby; (viii) modify the ranking or priority of the Debt
Securities or any

                                       9

Guarantee thereof; and (ix) release any Guarantor from any of its obligations
under its Guarantee or the Indenture otherwise than in accordance with the
Indenture. (Section 902)

     The holders of at least a majority in aggregate principal amount of the
outstanding Debt Securities of any series may, on behalf of all holders of Debt
Securities of that series, waive compliance by the Company with certain
restrictive provisions of the Indenture. (Section 902) The holders of not less
than a majority in aggregate principal amount of the outstanding Debt Securities
of any series may, on behalf of all holders of Debt Securities of that series,
waive any past default under the Indenture, except a default in the payment of
principal, premium or interest or in respect of a covenant or provision of the
Indenture that cannot be modified or amended without the consent of the holder
of each outstanding Debt Security of such series affected thereby. (Section 513)

Consolidation, Merger and Sale of Assets

     The Company may not consolidate with or merge with or into any other entity
or transfer or lease, in one transaction or a series of related transactions,
all or substantially all of its properties and assets to any entity, unless (i)
either the Company is the continuing corporation, or any successor or purchaser
is a corporation organized under the laws of the United States of America, any
State thereof or the District of Columbia, and any such successor or purchaser
expressly assumes the Company's obligations under the Debt Securities and the
Indenture pursuant to a supplemental indenture, (ii) immediately after giving
effect to such transaction, no Default or Event of Default shall have occurred
and be continuing, (iii) if a supplemental indenture is to be executed in
connection with such consolidation, merger, transfer or lease, the Company and
the Guarantors have delivered to the Trustee an officers' certificate and an
opinion of counsel stating compliance with these provisions; and (iv) such other
conditions, if any, are satisfied as provided in the Applicable Prospectus
Supplement with respect to Offered Debt Securities. (Section 801)

Defeasance of Offered Debt Securities or Certain Covenants in Certain
Circumstances

Defeasance and Discharge

     The Indenture provides that the terms of any series of Debt Securities may
provide that the Company and the Guarantors, at the Company's option, will be
discharged from any and all obligations in respect of the Debt Securities of
such series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, to replace stolen, lost or mutilated Debt
Securities of such series, to maintain paying agencies and to hold monies for
payment in trust) upon the deposit with the Trustee, in trust, of money and/or
U.S. Government Obligations (as defined in the Indenture)which, through the
payment of interest and principal thereof in accordance with their terms, will
provide money in an amount sufficient to pay any installment of principal (and
premium, if any) and interest on, and any mandatory sinking fund payments in
respect of, the Debt Securities of such series on the Stated Maturity of such
payments in accordance with the terms of the Indenture and such Debt Securities.
Such discharge may only occur if, among other things, the Company has delivered
to the Trustee an opinion of counsel to the effect that the Company has received
from, or there has been published by, the United States Internal Revenue Service
a ruling, or there has been a change in tax law, in either case to the effect
that such discharge will not be deemed, or result in, a taxable event with
respect to holders of the Debt Securities of such series. (Sections 1302 and
1304)

Defeasance of Certain Covenants

   
     The Indenture provides that the terms of any series of Debt Securities may
provide the Company with the option for it and the Guarantors to be released
from certain restrictive covenants described in this Prospectus under
"--Consolidation, Merger and Sale of Assets" and any other covenants made
applicable to any series of Debt Securities as described in the Applicable
Prospectus Supplement and the Event of Default described in (d) under "--Events
of Default" as it relates to such covenant and any other Events of Default made
applicable to any series of Debt Securities that are determined to be applicable
to this provision as described in the Applicable Prospectus Supplement. The
Company, in order to exercise such option, will be required to deposit with the
Trustee money and/or U.S. Government Obligations which, through the payment of
interest and principal thereof in accordance with their terms, will provide
money in an amount sufficient to pay principal (and premium, if any) and
interest
    

                                       10

on, and any mandatory sinking fund payments in respect of, the Debt Securities
of such series on the Stated Maturity of such payments in accordance with the
terms of the Indenture and such Debt Securities. The Company will also be
required to deliver to the Trustee an opinion of counsel to the effect that the
deposit and related covenant defeasance will not cause the holders of the Debt
Securities of such series to recognize income, gain or loss for federal income
tax purposes. (Sections 1303 and 1304)

     In the event the Company exercises this option and the Debt Securities of
such series are declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government Obligations on deposit with
the Trustee will be sufficient to pay amounts due on the Debt Securities of such
series at the time of their Stated Maturity but may not be sufficient to pay
amounts due on the Debt Securities of such series at the time of the
acceleration resulting from such Event of Default. However, the Company shall
remain liable for such payments.

     The Applicable Prospectus Supplement will state if any defeasance
provisions will apply to the Offered Debt Securities.

Concerning the Trustee

     The First National Bank of Chicago is the Trustee under the Indenture. The
Trustee may resign at any time or may be removed by the holders of at least a
majority in aggregate principal amount of the Outstanding Debt Securities. If
the Trustee resigns, is removed or becomes incapable of acting as Trustee or if
a vacancy occurs in the office of the Trustee for any cause, a successor Trustee
shall be appointed in accordance with the provisions of the Indenture.

Certain Definitions

     For all purposes of this Prospectus, except as otherwise expressly provided
or unless the context otherwise requires, the terms are defined as follows:

     "Book Entry Security" means a Debt Security in the form prescribed by the
Indenture or any supplement to the Indenture, evidencing all or part of the
securities of any series, issued to the Depositary for such series or its
nominee, and registered in the name of such Depositary or such nominee.

     "Depositary" means, with respect to the Debt Securities of any series
issuable or issued in whole or in part in the form of one or more Book Entry
Securities, the Person designated as Depositary for such series by the Company,
pursuant to the Indenture, which Person shall be a clearing agency registered
under the Securities Exchange Act of 1934; and if at any time there is more than
one such Person 'Depositary' as used with respect to the Debt Securities of any
series shall mean the Depositary with respect to the Debt Securities of such
series.

     "Interest Payment Date", when used with respect to any Debt Security, means
the Stated Maturity of an installment of interest on such security.

     "Predecessor Security" of any particular Debt Security means every previous
Debt Security evidencing all or a portion of the same debt as that evidenced by
such particular Debt Security; and, for the purposes of this definition, any
Debt Security authenticated and delivered pursuant to the Indenture in exchange
for or in lieu of a mutilated, destroyed, lost or stolen Debt Security shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Debt Security.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Debt Securities of any series means the date specified for that purpose
as contemplated by the Indenture.

     "Stated Maturity", when used with respect to any Debt Security or any
installment of principal thereof or interest thereon, means the date specified
in such Debt Security as the fixed date on which the principal of such Debt
Security or such installment of principal or interest is due and payable.

                                       11

     "Subsidiary" means, in respect of any person, any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of capital stock or other interests (including partnership
interests ) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, manager or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such person, (ii) such
person and one or more Subsidiaries of such person or (iii) one or more
Subsidiaries of such person.

                              PLAN OF DISTRIBUTION

     The Company may sell the Debt Securities to one or more underwriters for
public offering and sale by them or may sell the Offered Debt Securities to
investors directly or through agents, which agents may be affiliated with the
Company. Any such underwriter or agent involved in the offer and sale of the
Offered Debt Securities will be named in the Applicable Prospectus Supplement.

     Sales of Offered Debt Securities offered pursuant to any Applicable
Prospectus Supplement may be effected from time to time in one or more
transactions at a fixed price or prices which may be changed, at prices related
to the prevailing market prices at the time of sale or at negotiated prices. The
Company also may, from time to time, authorize underwriters acting as the
Company's agents to offer and sell the Offered Debt Securities upon the terms
and conditions set forth in the Applicable Prospectus Supplement. In connection
with the sale of Offered Debt Securities, underwriters may be deemed to have
received compensation from the Company in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of Offered Debt
Securities for whom they may act as agent. Underwriters may sell Offered Debt
Securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from purchasers of Offered Debt Securities for whom they may act as
agent.

     Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Offered Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the Applicable Prospectus Supplement. Underwriters, dealers
and agents participating in the distribution of the Offered Debt Securities may
be deemed to be underwriters, and any discounts, concessions or commissions
received by them and any profit realized by them on resale of the Offered Debt
Securities may be deemed to be underwriting discounts and commissions under the
Securities Act. Underwriters, dealers and agents may be entitled, under
agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act. Any such indemnification arrangements will be described in the
Applicable Prospectus Supplement.

     Unless otherwise specified in the Applicable Prospectus Supplement, each
series of Offered Debt Securities will be a new issue with no established
trading market. The Company may elect to list any series of Offered Debt
Securities on any exchange, but is not obligated to do so. It is possible that
one or more underwriters may make a market in a series of Offered Debt
Securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Offered Debt Securities.

     Certain of the underwriters, agents and their affiliates may be customers
of, engage in transactions with and perform services for the Company in the
ordinary course of business.

                                  LEGAL MATTERS

     Certain legal matters in connection with the Offered Debt Securities will
be passed upon for the Company by Stoel Rives LLP, Portland, Oregon, and for any
underwriters, dealers or agents by Cahill Gordon & Reindel (a partnership
including a professional corporation), New York, New York. Cahill Gordon &
Reindel may rely on the opinion of Stoel Rives LLP as to matters of Oregon law.

                                       12

                                     EXPERTS

     The consolidated financial statements incorporated in this prospectus by
reference from the Annual Report on Form 10-K of Fred Meyer, Inc. for the year
ended February 1, 1997 have been audited by Deloitte & Touche LLP (Portland
office), independent auditors, as stated in their report, which is incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report of said firm given upon its
authority as experts in accounting and auditing.

   
     The financial statements of Quality Food Centers, Inc. ("QFC"), as of
December 30, 1995 and December 28, 1996 and for each of the three years in the
period ended December 28, 1996 included in the QFC Form 10-K/A for the year
ended December 28, 1996, dated July 23, 1997, and incorporated in this
prospectus by reference, have been audited by Deloitte & Touche LLP (Seattle
office), independent auditors, as stated in their report included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

     The consolidated balance sheets of Food 4 Less Holdings, Inc., as of
February 2, 1997, January 28, 1996 and January 29, 1995 and the related
consolidated statements of operations, cash flows and stockholders' equity for
the 53 weeks ended February 2, 1997, the 52 weeks ended January 28, 1996, the 31
weeks ended January 29, 1995 and the 52 weeks ended June 25, 1994 and the
related financial statement schedules incorporated by reference herein, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in giving said
reports.

     The financial statements of Keith Uddenberg, Inc. as of December 31, 1994
and December 30, 1995 and for each of the two years in the period ended December
30, 1995 included in the QFC Form 8-K/A dated November 12, 1996, and filed
February 20, 1997, and incorporated in this prospectus by reference, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report included therein and incorporated herein by reference. Such financial
statements are incorporated herein by reference in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.

     The consolidated financial statements of Hughes Markets, Inc. incorporated
by reference herein from Quality Food Centers, Inc.'s Current Report on Form
8-K/A dated February 20, 1997 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.
    

                                       13

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by registrant in connection with
the sale of the Debt Securities being registered. All amounts are estimates
except the registration fee.

   
     Registration fee (a)........................................$   737,500
     Legal fees and expenses (b).................................    200,000
     Rating Agencies - Shelf Registration and Takedown...........    100,000
     Accounting fees and expenses................................     50,000
     Trustee.....................................................      8,000
     Printing and engraving .....................................    250,000
     Miscellaneous...............................................    100,000
                                                                 -----------
            Total................................................$ 1,445,500
                                                                 ===========
    
- --------------

(a)  SEC registration fee is calculated by multiplying the aggregate offering
     amount by .000295.
(b)  Issuer's Counsel only.

   
    

   
Item 16. Exhibits

    *1.1  Form of Underwriting Agreement
     2.1  FM/QFC Merger Agreement (incorporated by reference to Exhibit 99.1 to
          the Company's Report on Form 8-K, filed November 6, 1997)
     2.2  FM/Food 4 Less Merger Agreement (incorporated by reference to Exhibit
          99.2 to the Company's Report on Form 8-K, filed November 6, 1997)
   **4    Form of Indenture
     5    Opinion by Stoel Rives LLP Regarding Legality of Debt Securities
    12    Statement Regarding Computation of Ratios
    23.1  Consent of Deloitte & Touche LLP (Portland)
    23.2  Consents of Arthur Andersen LLP 
    23.3  Consents of Deloitte & Touche LLP (Seattle)
    23.4  Consent of Stoel Rives LLP (See Exhibit 5)
  **24    Power of Attorney (See also signature pages of the January 20, 1998
          Registration Statement)
  **25    Statement of Eligibility of Trustee

  *    To be filed in Company's Form 8-K Report.
  **   Filed on January 20, 1998.
    

                                      II-1

   
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Fred Meyer, Inc., and the Co-Registrants named below, certify that they have
reasonable grounds to believe that they meet all of the requirements for filing
on Form S-3 and have duly caused this Amendment No. 1 to the Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on February 2, 1998.
    

                                       FRED MEYER, INC.


                                       By: DAVID R. JESSICK
                                           -------------------------------------
                                           David R. Jessick
                                           Senior Vice President and
                                           Assistant Secretary

                                       CO-REGISTRANTS

                                       Fred Meyer Stores, Inc.
                                       Smith's Food & Drug Centers, Inc.

                                       By: KENNETH THRASHER
                                           -------------------------------------
                                           Kenneth Thrasher
                                           Executive Vice President

                                       B&B Stores, Inc.
                                       B&B Pharmacy, Inc.
                                       CB&S Advertising Agency, Inc.
                                       Distribution Trucking Company
                                       FM, Inc.
                                       FM Holding Corporation
                                       Grand Central, Inc.
                                       FM Retail Services, Inc.
   
                                       Fred Meyer of Alaska, Inc.
    
                                       Fred Meyer of California, Inc.
                                       Fred Meyer Jewelers, Inc.
                                       Merksamer Jewelers, Inc.
                                       Roundup Co.
                                       JH Properties, Inc.
                                       Compare, Inc.
                                       Saint Lawrence Holding Company
                                       Smith's Beverage of Wyoming, Inc.
                                       Smitty's Supermarkets, Inc.
                                       Smitty's Equipment Leasing, Inc.
                                       Smitty's Super Valu, Inc.
                                       Western Property Investment
                                          Group, Inc.

                                       By: KENNETH THRASHER
                                           -------------------------------------
                                           Kenneth Thrasher
                                           Vice President

                                      II-2


                                       Treasure Valley Land Company, L.C.
                                       By: Smith's Food and Drug Centers, Inc.
                                           its member


                                       By: KENNETH THRASHER
                                           -------------------------------------
                                           Kenneth Thrasher
                                           Executive Vice President

                                       Richie's, Inc.

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

                                       Quality Food Centers, Inc.
                                       Hughes Markets, Inc.
                                       Hughes Realty, Inc.
                                       KU Acquisition Corporation
                                       Second Story, Inc.
                                       Quality Food, Inc.
                                       Quality Food Holdings, Inc.
                                       QFC Sub, Inc.

                                       By: MARC W. EVANGER
                                           -------------------------------------
                                           Marc W. Evanger
                                           Senior Vice President, Finance &
                                             Administration

                                       Food 4 Less Holdings, Inc.
                                       Ralphs Grocery Company
                                       Alpha Beta Company
                                       Bay Area Warehouse Stores, Inc.
                                       Bell Markets, Inc.
                                       Cala Co.
                                       Cala Foods, Inc.
                                       Crawford Stores, Inc.
                                       Falley's, Inc.
                                       Food 4 Less of California, Inc.
                                       Food 4 Less of Southern California, Inc.
                                       Food 4 Less Merchandising, Inc.
                                       Food 4 Less GM, Inc.

                                       By: JOHN STANDLEY
                                           -------------------------------------
                                            John Standley
                                            Senior Vice President and Chief
                                              Financial Officer

                                      II-3

   
     Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to the registration statement has been signed by the following persons in the
following capacities effective on January 30, 1998.


                        REGISTRANT OFFICERS AND DIRECTORS

          Signature                             Title
          ---------                             -----

*ROBERT G. MILLER                      Director, President and
- ----------------------------------     Chief Executive Officer
 Robert G. Miller                      (Principal Executive Officer)


KENNETH THRASHER                       Executive Vice President
- ----------------------------------     (Principal Administrative Officer)
Kenneth Thrasher                       


DAVID R. JESSICK                       Senior Vice President and
- ----------------------------------     Assistant Secretary
David R. Jessick                       (Principal Financial Officer)


*RONALD W. BURKLE                      Chairman
- ----------------------------------     
 Ronald W. Burkle


*VIVIAN A. BULL                        Director
- ----------------------------------     
 Vivian A. Bull


*JAMES J. CURRAN                       Director
- ----------------------------------     
 James J. Curran


*A.M. GLEASON                          Director
- ----------------------------------     
 A.M. Gleason


*BRUCE KARATZ                          Director
- ----------------------------------     
 Bruce Karatz


*JOHN G. KING                          Director
- ----------------------------------     
 John G. King


*ROGER S. MEIER                        Director
- ----------------------------------     
 Roger S. Meier


*STEVEN R. ROGEL                       Director
- ----------------------------------     
 Steven R. Rogel

                                      II-4


*FRED L. SMITH                         Director
- ----------------------------------     
 Fred L. Smith


*JEFF P. SMITH                         Director
- ----------------------------------     
 Jeff P. Smith


*By  ROGER A. COOKE
     ----------------------------------
     Roger A. Cooke
     Attorney-in-Fact
    

                                      II-5

   
     Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to the registration statement has been signed by the following persons in the
following capacities effective on January 30, 1998.


                      CO-REGISTRANT OFFICERS AND DIRECTORS

          Signature                                  Title
          ---------                                  -----

Fred Meyer Stores, Inc.

*ROBERT G. MILLER                      Director, President and Chief Executive
- ----------------------------------     Officer (Principal Executive Officer)
 Robert G. Miller                      


DAVID R. JESSICK                       Senior Vice President and
- ----------------------------------     Assistant Secretary (Principal Financial
David R. Jessick                         Officer)


*JAMES C. AALBERG                      Vice President and Treasurer
- ----------------------------------     (Principal Accounting Officer)
 James C. Aalberg                      


KENNETH THRASHER                       Director and Executive Vice President
- ----------------------------------     
Kenneth Thrasher


ROGER A. COOKE                         Director, Senior Vice President and
- ----------------------------------       Secretary
Roger A. Cooke                         


B&B Stores, Inc.
B&B Pharmacy, Inc.
CB&S Advertising Agency, Inc.
Distribution Trucking Company
FM, Inc.
FM Holding Corporation
Grand Central, Inc.
FM Retail Services, Inc.
Fred Meyer of Alaska, Inc.
Roundup Co.


*ROBERT G. MILLER                      Director and President
- ----------------------------------     (Principal Executive Officer)
 Robert G. Miller                      


*JAMES C. AALBERG                      Vice President and Treasurer
- ----------------------------------     (Principal Financial and Accounting 
 James C. Aalberg                         Officer)


KENNETH THRASHER                       Director, Vice President and Assistant
- ----------------------------------     Secretary
Kenneth Thrasher                       


ROGER A. COOKE                         Director, Vice President and Secretary
- ----------------------------------     
Roger A. Cooke

                                      II-6

Fred Meyer of California, Inc.


*ROBERT G. MILLER                      Director and President
- ----------------------------------     (Principal Executive Officer)
 Robert G. Miller                      


DAVID R. JESSICK                       Vice President
- ----------------------------------     (Principal Financial Officer)
David R. Jessick


*JAMES C. AALBERG                      Vice President and Treasurer
- ----------------------------------     (Principal Accounting Officer)
 James C. Aalberg                      


KENNETH THRASHER                       Director, Vice President and
- ----------------------------------     Assistant Secretary
Kenneth Thrasher                       


ROGER A. COOKE                         Director, Vice President and
- ----------------------------------     Secretary
Roger A. Cooke


Fred Meyer Jewelers, Inc.
Merksamer Jewelers, Inc.


*MICHAEL H. DON                        Director and Chief Executive Officer
- ----------------------------------     (Principal Executive Officer)
 Michael H. Don 


DAVID R. JESSICK                       Vice President and Chief Financial
- ----------------------------------       Officer
David R. Jessick                       (Principal Financial Officer)


*JAMES C. AALBERG                      Vice President and Treasurer
- ----------------------------------     (Principal Accounting Officer)
 James C. Aalberg


*EDWARD A. DAYOOB                      Director and President
- ----------------------------------
 Edward A. Dayoob


KENNETH THRASHER                       Director, Vice President and
- ----------------------------------     Assistant Secretary
Kenneth Thrasher


JH Properties, Inc.

*ROBERT G. MILLER                      Director and President
- ----------------------------------     (Principal Executive Officer)
 Robert G. Miller                      


KENNETH THRASHER                       Director and Vice President
- ----------------------------------
Kenneth Thrasher


ROGER A. COOKE                         Director, Vice President and
- ----------------------------------     Secretary
Roger A. Cooke

                                      II-7

Smith's Food & Drug Centers, Inc.


*ROBERT G. MILLER                      Director, Chief Executive Officer
- ----------------------------------     and President (Principal Executive
 Robert G. Miller                         Officer)


DAVID R. JESSICK                       Senior Vice President
- ----------------------------------     (Principal Financial Officer)
David R. Jessick


*ROBERT B. DIMOND                      Vice President and Treasurer
- ----------------------------------     (Principal Accounting Officer)
 Robert B. Dimond


KENNETH THRASHER                       Director and Executive Vice President
- ----------------------------------
Kenneth Thrasher


ROGER A. COOKE                         Director, Senior Vice President and
- ----------------------------------     (Principal Accounting Officer)
Roger A. Cooke


Compare, Inc.
Saint Lawrence Holding Company
Smith's Beverage of Wyoming, Inc.
Smitty's Supermarkets, Inc.
Smitty's Equipment Leasing, Inc.
Smitty's Super Valu, Inc.
Western Property Investment
    Group, Inc.

*ROBERT G. MILLER                      Director and President
- ----------------------------------     (Principal Executive Officer)
 Robert G. Miller


*ROBERT B. DIMOND                      Vice President and Treasurer
- ----------------------------------     (Principal Financial and Accounting 
 Robert B. Dimond                         Officer)


KENNETH THRASHER                       Director and Vice President
- ----------------------------------
Kenneth Thrasher


ROGER A. COOKE                         Director, Vice President and
- ----------------------------------       Secretary
Roger A. Cooke


Richie's, Inc.


ROGER A. COOKE                         Director, Vice President and Secretary
- ----------------------------------
Roger A. Cooke


*DALE SCHIER                           Director and President
- ----------------------------------     (Principal Executive Officer)
 Dale Schier


*KEITH C. LARSON                       Director and Vice President
- ----------------------------------     (Principal Financial and Accounting 
 Keith C. Larson                          Officer)

                                      II-8

Treasure Valley Land Company, L.C.


*ROBERT G. MILLER                      Director, Smith's Food & Drug 
- ----------------------------------       Centers, Inc.
 Robert G. Miller


KENNETH THRASHER                       Director, Smith's Food & Drug
- ----------------------------------       Centers, Inc.
Kenneth Thrasher


ROGER A. COOKE                         Director, Smith's Food & Drug
- ----------------------------------       Centers, Inc.
 Roger A. Cooke


*By ROGER A. COOKE
    ----------------------------------
    Roger A. Cooke
    Attorney-in-Fact
    
                                      II-9


   
     Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to the registration statement has been signed by the following persons in the
following capacities on January 30, 1998.


Food 4 Less Holdings, Inc.


*GEORGE G. GOLLEHER                    Director and Chief Executive Officer
- ----------------------------------     (Principal Executive Officer)
 George G. Golleher


*JOHN STANDLEY                         Senior Vice President and Chief Financial
- ----------------------------------     Officer (Principal Financial Officer)
 John Standley


*CHRISTOPHER S. HALL                   Group Vice President and Chief
- ----------------------------------     Accounting Officer (Principal Accounting
 Christopher S. Hall                     Officer)


*RONALD W. BURKLE                      Chairman of the Board of Directors
- ----------------------------------
 Ronald W. Burkle


*JOE S. BURKLE                         Director and Executive Vice President
- ----------------------------------
 Joe S. Burkle


*PATRICK L. GRAHAM                     Director
- ----------------------------------
 Patrick L. Graham


*ROBERT I. BERNSTEIN                   Director
- ----------------------------------
 Robert I. Bernstein


*LAWRENCE KALANTARI                    Director
- ----------------------------------
 Lawrence Kalantari


*JOHN H. KISSICK                       Director
- ----------------------------------
 John H. Kissick


*PETER P. COPSES                       Director
- ----------------------------------
 Peter P. Copses


*ROBERT D. BEYER                       Director
- ----------------------------------
 Robert D. Beyer


Ralphs Grocery Company


*GEORGE G. GOLLEHER                    Director and Chief Executive Officer
- ----------------------------------     (Principal Executive Officer)
 George G. Golleher


*JOHN STANDLEY                         Senior Vice President and Chief Financial
- ----------------------------------     Officer (Principal Financial Officer)
 John Standley


*CHRISTOPHER S. HALL                   Group Vice President and Chief
- ----------------------------------     Accounting Officer (Principal Accounting
 Christopher S. Hall                     Officer)


*RONALD W. BURKLE                      Chairman of the Board of Directors
- ----------------------------------
 Ronald W. Burkle

                                      II-10

*JOE S. BURKLE                         Director and Executive Vice President
- ----------------------------------
 Joe S. Burkle


*PATRICK L. GRAHAM                     Director
- ----------------------------------
 Patrick L. Graham


*ROBERT I. BERNSTEIN                   Director
- ----------------------------------
 Robert I. Bernstein


*LAWRENCE KALANTARI                    Director
- ----------------------------------
 Lawrence Kalantari


*JOHN H. KISSICK                       Director
- ----------------------------------
 John H. Kissick


*PETER P. COPSES                       Director
- ----------------------------------
 Peter P. Copses


*ROBERT D. BEYER                       Director
- ----------------------------------
 Robert D. Beyer


Alpha Beta Company


*RONALD W. BURKLE                      Chairman and Chief Executive
- ----------------------------------     Officer (Principal Executive Officer)
 Ronald W. Burkle


*JOHN STANDLEY                         Senior Vice President and Chief Financial
- ----------------------------------     Officer (Principal Financial Officer)
 John Standley


*CHRISTOPHER S. HALL                   Vice President and Controller
- ----------------------------------     (Principal Accounting Officer)
 Christopher S. Hall


*GEORGE G. GOLLEHER                    Director and President
- ----------------------------------
 George G. Golleher


Bay Area Warehouse Stores, Inc.
Cala Co.
Food 4 Less of California, Inc.
Food 4 Less of Southern California, Inc.
Food 4 Less Merchandising, Inc.
Food 4 Less GM, Inc.


*GEORGE G. GOLLEHER                    Director, Chief Executive Officer and
- ----------------------------------     President (Principal Executive Officer)
 George G. Golleher


*JOHN STANDLEY                         Senior Vice President and Chief Financial
- ----------------------------------     Officer (Principal Financial Officer)
 John Standley


*CHRISTOPHER S. HALL                   Vice President and Controller
- ----------------------------------     (Principal Accounting Officer)
 Christopher S. Hall


*RONALD W. BURKLE                      Chairman of the Board of Directors
- ----------------------------------
 Ronald W. Burkle

                                      II-11

Bell Markets, Inc.
Cala Foods, Inc.
Crawford Stores, Inc.


*GEORGE G. GOLLEHER                    Director and Chief Executive Officer
- ----------------------------------     (Principal Executive Officer)
 George G. Golleher


*JOHN STANDLEY                         Senior Vice President and Chief Financial
- ----------------------------------     Officer (Principal Financial Officer)
 John Standley


*CHRISTOPHER S. HALL                   Vice President and Controller
- ----------------------------------     (Principal Accounting Officer)
 Christopher S. Hall


*RONALD W. BURKLE                      Chairman of the Board of Directors
- ----------------------------------
 Ronald W. Burkle


Falley's, Inc.


*JOE S. BURKLE                         Chief Executive Officer
- ----------------------------------     (Principal Executive Officer)
 Joe S. Burkle


*JOHN STANDLEY                         Senior Vice President and Chief Financial
- ----------------------------------     Officer (Principal Financial Officer)
 John Standley


*CHRISTOPHER S. HALL                   Vice President and Controller
- ----------------------------------     (Principal Accounting Officer)
 Christopher S. Hall


*RONALD W. BURKLE                      Chairman of the Board of Directors
- ----------------------------------
 Ronald W. Burkle


*GEORGE G. GOLLEHER                    Director and Executive Vice President
- ----------------------------------
 George G. Golleher


*By  JOHN STANDLEY
     ----------------------------------
     John Standley
     Attorney-in-Fact
    

                                      II-12

   
     Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1
to the registration statement has been signed by the following persons in the
following capacities on January 30, 1998.


Quality Food Centers, Inc.


*CHRISTOPHER A. SINCLAIR               Director, President and Chief Executive
- ----------------------------------     Officer (Principal Executive Officer)
 Christopher A. Sinclair


MARC W. EVANGER                        Senior Vice President, Finance and
- ----------------------------------       Administration
Marc W. Evanger                        (Principal Financial and Accounting
                                         Officer)


*STUART M. SLOAN                       Chairman of the Board of Directors
- ----------------------------------
 Stuart M. Sloan


*JOHN W. CREIGHTON, JR.                Director
- ----------------------------------
 John W. Creighton, Jr.


*ROGER K. HUGHES                       Director
- ----------------------------------
 Roger K. Hughes


*DAN KOURKOUMELIS                      Director
- ----------------------------------
 Dan Kourkoumelis


*MAURICE F. OLSON                      Director
- ----------------------------------
 Maurice F. Olson


*MARC H. RAPAPORT                      Director
- ----------------------------------
 Marc H. Rapaport


*SHELI Z. ROSENBERG                    Director
- ----------------------------------
 Sheli Z. Rosenberg


*RONALD A. WEINSTEIN                   Director
- ----------------------------------
 Ronald A. Weinstein


*SAMUEL ZELL                           Director
- ----------------------------------
 Samuel Zell


Quality Food, Inc.
Quality Food Holdings, Inc.


*CHRISTOPHER A. SINCLAIR               President and Chief Executive
- ----------------------------------     Officer (Principal Executive Officer)
 Christopher A. Sinclair


MARC W. EVANGER                        Vice President and Chief Financial
- ----------------------------------       Officer
Marc W. Evanger                        (Principal Financial and Accounting
                                         Officer)


*SAMUEL ZELL                           Director
- ----------------------------------
 Samuel Zell


*SHELI Z. ROSENBERG                    Director
- ----------------------------------
 Sheli Z. Rosenberg

                                      II-13

QFC Sub, Inc.


MARC W. EVANGER                        President and Secretary
- ----------------------------------     (Principal Executive Officer)
Marc W. Evanger


*SAMUEL ZELL                           Director
- ----------------------------------
 Samuel Zell


*SHELI Z. ROSENBERG                    Director
- ----------------------------------
 Sheli Z. Rosenberg


Hughes Markets, Inc.


*DAN KOURKOUMELIS                      President and Chief Executive
- ----------------------------------     Officer (Principal Executive Officer)
 Dan Kourkoumelis


*DAVID OLIVER                          Director, Chief Financial Officer
- ----------------------------------     (Principal Financial Officer)
 David Oliver


*STEVE STRICKLER                       Corporate Treasurer
- ----------------------------------     (Principal Accounting Officer)
 Steve Strickler


*CHRISTOPHER A. SINCLAIR               Director
- ----------------------------------
 Christopher A. Sinclair


MARC W. EVANGER                        Director
- ----------------------------------
Marc W. Evanger


*STUART M. SLOAN                       Director
- ----------------------------------
 Stuart M. Sloan


*ROGER K. HUGHES                       Chairman of the Board of Directors
- ----------------------------------
 Roger K. Hughes


Hughes Realty, Inc.


*ROGER K. HUGHES                       Director and Chief Executive Officer
- ----------------------------------     (Principal Executive Officer)
 Roger K. Hughes


*ALLAN P. BRENNAN                      Director and Chief Financial Officer
- ----------------------------------     (Principal Financial and Accounting
 Allan P. Brennan                        Officer)


*PAUL A. HUGHES                        Director and Secretary
- ----------------------------------
 Paul A. Hughes


KU Acquisition Corporation


*DAN KOURKOUMELIS                      Director and President
- ----------------------------------     (Principal Executive Officer)
 Dan Kourkoumelis


MARC W. EVANGER                        Director, Vice President, Secretary and
- ----------------------------------     Treasurer (Principal Financial Officer)
Marc W. Evanger

                                      II-14

Second Story, Inc.


MARC W. EVANGER                        Director, President and Secretary
- ----------------------------------     (Principal Executive and Financial 
Marc W. Evanger                           Officer)


*By  MARC W. EVANGER
     ----------------------------------
     Marc W. Evanger
     Attorney-in-Fact
    

                                      II-15

INDEX TO EXHIBITS

   
Exhibit No.  Exhibit
- -----------  -------

  *1.1       Form of Underwriting Agreement
   2.1       FM/QFC Merger Agreement (incorporated by reference to Exhibit 99.1
             to the Company's Report on Form 8-K, filed November 6, 1997)
   2.2       FM/Food 4 Less Merger Agreement (incorporated by reference to
             Exhibit 99.2 to the Company's Report on Form 8-K, filed November 6,
             1997)
 **4         Form of Indenture
   5         Opinion by Stoel Rives LLP Regarding Legality of Debt Securities
  12         Statement Regarding Computation of Ratios
  23.1       Consent of Deloitte & Touche LLP (Portland)
  23.2       Consents of Arthur Andersen LLP
  23.3       Consents of Deloitte & Touche LLP (Seattle)
  23.4       Consent of Stoel Rives LLP (See Exhibit 5)
  **24       Power of Attorney (See also signature pages of the January 20, 1998
             Registration Statement)
  **25       Statement of Eligibility of Trustee

  *    To be filed in Company's Form 8-K Report.
  **   Filed on January 20, 1998.
    

                                      II-16

EX-5

                                                                       EXHIBIT 5
February 2, 1998


Board of Directors
Fred Meyer, Inc.
3800 SE 22nd Avenue
Portland, OR 97202

     Re:  Fred Meyer, Inc. Debt Securities

          We have acted as counsel for Fred Meyer, Inc., a Delaware corporation,
(the "Company") in connection with the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended, covering $2,500,000,000 of Debt Securities of the Company (the
"Debt Securities") and the guarantees (the "Guarantees") of the co-registrants
set forth therein (the "Co-Registrants"). We have reviewed the corporate action
of the Company and the Co-Registrants in connection with this matter and have
examined the documents, corporate records, and other instruments, and have
consulted with counsel to certain of the Co-Registrants, in each case as we
deemed necessary for the purpose of this opinion.

          Based on the foregoing, we are of the opinion that the Company is a
corporation existing under the laws of the State of Delaware and each of the
Co-Registrants is a corporation or other entity existing under the laws of their
respective state of incorporation or organization.

          We are further of the opinion that all action necessary to make valid
the proposed issuance of the Debt Securities by the Company and the Guarantees
by the Co-Registrants will have been taken when:

     (1)  the Registration Statement, as it may be amended, shall have become
          effective;

     (2)  certain officers of the Company shall have taken appropriate action
          approving certain of the terms of such Debt Securities;

     (3)  as to each Co-Registrant, certain officers of such Co-Registrant shall
          have taken appropriate action approving the terms of any Guarantee of
          such Debt Securities;

     (4)  the Indenture shall have been duly executed and delivered;

     (5)  the Co-Registrants which are not currently subsidiaries of the Company
          shall have become subsidiaries of the Company; and

     (6)  the Debt Securities and the Guarantees shall have been appropriately
          issued and delivered for the consideration contemplated by, and
          otherwise in conformity with, the acts, proceedings and documents
          referred to above.

          We are further of the opinion that when the steps set forth in the
immediately preceding paragraph shall have been taken, the Debt Securities will
be duly authorized and binding obligations of the Company and the Guarantees
will be duly authorized and binding obligations of the Co-Registrants.

          We consent to the use of our name in the Registration Statement and in
the Prospectus filed as a part thereof and to the filing of this opinion as an
exhibit to the Registration Statement.

                                       Very truly yours,

                                       STOEL RIVES LLP

EX-12

                                                                      EXHIBIT 12

   


                                FRED MEYER, INC.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


                                                                                                  40 Weeks Ended
                                                     Fiscal Year  Ending                     ------------------------
                                 --------------------------------------------------------    November 9,   November 8,
                                     1992        1993        1994        1995        1996          1996          1997
                                 --------    --------    --------    --------    --------    ----------    ----------
                                                                      (In thousands)
                                                                                             
Income before tax &              $ 96,170    $120,502    $ 11,561    $ 48,849    $ 94,428      $ 49,853      $ 84,846
extraordinary loss

Add fixed charges                 104,291      92,179      93,090     104,666     107,219        93,540       125,564
                                 --------    --------    --------    --------    --------      --------      --------

Earnings for computation          200,461     212,681     104,651     153,515     201,647       143,393       210,410
purposes

Fixed charges (interest on
debt, expensed or
capitalized)                      104,705      93,868      95,610     108,295     107,340        93,661       125,894
                                 --------    --------    --------    --------    --------      --------      --------

Ratio of earnings to fixed
charges                              1.91        2.27        1.09        1.42        1.88          1.53          1.67
                                 ========    ========    ========    ========    ========      ========      ========

    

EX-23.1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We consent to the incorporation by reference in this Registration Statement
of Fred Meyer, Inc. on Form S-3 of our report dated March 12, 1997, appearing in
the Annual Report on Form 10-K of Fred Meyer, Inc., as amended by Form 10-K/A,
for the fiscal year ended February 1, 1997 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.

                                       DELOITTE & TOUCHE LLP


Portland, Oregon
January  29, 1998

EX-23.2

                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


     As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement, as amended, of our report for Food
4 Less Holdings, Inc. dated March 21, 1997, except with respect to the matter
discussed in Note 14, as to which the date is April 17, 1997, included in the
Food 4 Less Holdings, Inc. Form 10-K for the year ended February 2, 1997 and to
all references to our Firm included in or made a part of this registration
statement.

                                       ARTHUR ANDERSEN LLP
Los Angeles, California
January  30, 1998

                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


      As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement, as amended, of our report for
Hughes Markets, Inc. and Subsidiaries dated May 10, 1996, except with respect to
the matter discussed in Note 11, as to which the date is November 20, 1996,
included in the Quality Food Centers, Inc.'s previously filed Form 8-K/A dated
February 20, 1997 and to all references to our Firm included in or made a part
of this registration statement.


                                       ARTHUR ANDERSEN LLP

Los Angeles, California
January 30, 1998

EX-23.3

                                                                    EXHIBIT 23.3

                          INDEPENDENT AUDITOR'S CONSENT


     We consent to the incorporation by reference in Amendment No. 1 to
Registration Statement No. 333-44537 of Fred Meyer, Inc. on Form S-3 of our
report dated February 10, 1997 (February 14, 1997, as to Notes 1,3, 9 and 10)
relating to the financial statements of Keith Uddenberg, Inc. appearing in the
Current Report on Form 8-K/A dated November 12, 1996 and filed February 20,
1997, of Quality Food Centers, Inc., and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.

                                       DELOITTE & TOUCHE LLP

Seattle, Washington
January  30, 1998

                                                                    EXHIBIT 23.3

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in Amendment No. 1 to
Registration Statement No. 333-44537 of Fred Meyer, Inc. on Form S-3 of our
report dated March 21, 1997, appearing in the Annual Report on Form 10-K/A dated
July 23, 1997 of Quality Food Centers, Inc. for the year ended December 28, 1996
and to the references to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.

                                       DELOITTE & TOUCHE LLP

Seattle, Washington
January 30, 1998