UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Fred Meyer, Inc.
________________________________________
(Name of Issuer)
Common Stock
________________________________________
(Title of Class of Securities)
59309810
_________________________
(CUSIP Number)
December 31, 1998
________________________________________
(Date of Event Which Required Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of the cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Metropolitan Life Insurance Company
(I.R.S. NO. 13-5581829)
2. Check the Appropriate Box if a Member of a Group
(a) [ ] Not applicable
(b) [ ] Not applicable
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
A New York corporation
5. SOLE VOTING POWER
7,396,734
NUMBER OF
SHARES 6. SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 7,396,734
8. SHARED DISPOSITIVE POWER
- 0 -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,396,734
(Included in this total are 800 and 14,200 shares which were
acquired for the benefit of separate account customers of the
Reporting Person by an unaffiliated entity and by an affiliate,
State Street Research & Management Company, Inc, respectively.
Both are Investment Advisers registered under Section 203 of the
Investment Advisers Act. These affiliates follow an independent
investment decision-making process and have sole voting and/or
dispositive power over such securities. The Reporting Person
disclaims beneficial ownership in these shares.)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.77%
12. TYPE OF REPORTING PERSON
IC
Item 1
(a). Name of Issuer
Fred Meyer, Inc.
(b). Address of Issuer's Principal Executive Offices:
3800 SE 22nd Avenue
Portland, OR 97202
Item 2
(a). Name of Person Filing
Metropolitan Life Insurance Company
By Joseph P. Cresta, Vice-President
(b). Address of Principal Business Office
One Madison Avenue
New York, New York 10010
(c). Citizenship
A New York corporation
(d). Title of Class of Securities
Common Stock
(e). CUSIP Number
59309810
Item 3. If this statement is filed pursuant to sections 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C.78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [X] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(I) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3); or
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)
(ii)(J).
Item 4. Ownership:
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount Beneficially Owned: 7,396,734
(b) Percent of Class: 4.77%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct the
vote: 7,396,734
(ii) shared power to vote or to direct the
vote: -0-
(iii) sole power to dispose or to direct the
disposition of: 7,396,734
(iv) shared power to dispose or to direct
the disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person: Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company: Not Applicable
Item 8. Identification and Classification of Members of the
Group: Not Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 5, 1999
Signature: /s/ Joseph P. Cresta
Title: Vice-President
The certificate of incumbency evidencing the authority of the
representative to sign on behalf of Metropolitan Life Insurance
Company was attached to that certain Schedule D covering certain
interests held in Nvest, L.P. and filed with the SEC on December
22, 1998, and is incorporated herein by reference.
SCHEDULE 13G CUSIP No. 59309810
