It is the latest in a series of major mergers sweeping the retail grocery business.
Cincinnati-based Kroger is the nation's largest supermarket chain.
Fred Meyer is based in Portland, Oregon. It is the parent company of Ralphs, Food Four Less and Hughes Family Markets.
The deal would create a company with 2,200 stores in 31 states and annual sales that exceed $40 billion.
The combined company will operate under the Kroger name and keep its headquarters in Cincinnati.
Both companies' boards of directors have approved the merger. Under its terms, Fred Meyer shareholders will receive one newly issued share of Kroger common stock for each Fred Meyer share.
Fred Meyer shareholders will own 38 percent of the combined company.