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

                                    FORM 8-K


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

                       THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported) March 10, 1998


                             RALPHS GROCERY COMPANY
             (Exact name of registrant as specified in its charter)


 Delaware                                33-31152            95-4356030
- --------------------------------------------------------------------------------
(State or other jurisdiction of         (Commission         (IRS Employer
 incorporation or organization)          File No.)           Identification No.)


 3800 SE 22nd Avenue, Portland, Oregon                       97202
- --------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)


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

Item 2.  Acquisition or Disposition of Assets

     On March 10, 1998, upon filing a Certificate of Merger with the Delaware
Secretary of State, the Registrant's parent company, Food 4 Less Holdings, Inc.,
a Delaware corporation (the "Company"), was acquired by Fred Meyer, Inc., a
Delaware corporation ("Fred Meyer"), as a result of a merger through which the
Company became a wholly owned subsidiary of Fred Meyer (the "Merger"). The
Merger, as contemplated by the Agreement and Plan of Merger dated November 6,
1997, as amended on January 20, 1998, between the Company and Fred Meyer, was
approved by the stockholders of Fred Meyer at a stockholders meeting held on
March 5, 1998, for which proxies were solicited pursuant to Section 14(a) of the
Exchange Act, and by the stockholders of the Company through a consent
solicitation that was completed on March 4, 1998.

     The Joint Proxy and Consent Solicitation Statement/Prospectus dated January
27, 1998, which is part of the Registration Statement on Form S-4 (No.
333-44871) filed by Fred Meyer (the "Joint Proxy Statement"), contains
information regarding the Merger, is filed as an exhibit to this Report and is
incorporated herein by reference.


Item 7.  Financial Statements and Exhibits

     (b) Pro forma financial information.

     The information set forth under the caption "The FM/QFC Merger and FM/Food
4 Less Merger Unaudited Pro Forma Condensed Combined Financial Statements" in
the Joint Proxy Statement, which is filed as Exhibit 99.1 to this Report, is
incorporated herein by reference.


     (c) Exhibits.

          2.1  Agreement and Plan of Merger dated as of November 6, 1997, as
               amended on January 20, 1998, between the Company and Fred Meyer.
               Incorporated by reference from Appendix B to the Joint Proxy
               Statement.

          99.1 Joint Proxy Statement. Incorporated by reference from Fred
               Meyer's Registration Statement on Form S-4 (No. 333-44871).


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                                    SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

     Dated: March 25, 1998

                                      RALPHS GROCERY COMPANY



                                      By: JAMES C. AALBERG
                                          -------------------------------------
                                          James C. Aalberg
                                          Vice President and Assistant Treasurer


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                                  EXHIBIT INDEX

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

   2.1         Agreement and Plan of Merger dated as of
               November 6, 1997, as amended on January 20,
               1998, between the Company and Fred Meyer.
               Incorporated by reference from Appendix B to
               the Joint Proxy and Consent Solicitation
               Statement/Prospectus dated January 27, 1998,
               which is part of Fred Meyer's Registration
               Statement on Form S-4 (No. 333-44871).

   99.1        Joint Proxy Statement. Incorporated by
               reference from Fred Meyer's Registration
               Statement on Form S-4 (No. 333-44871).