SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549





                            FORM 8-K

                         CURRENT REPORT




             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934





                Date of Report:  January 23, 1997



                         THE KROGER CO.
     (Exact name of registrant as specified in its charter)


An Ohio Corporation            No. 1-303           31-0345740
(State or other jurisdiction   (Commission File  (IRS Employer
of incorporation)               Number)            Number)

1014 Vine Street
Cincinnati, OH  45201
(Address of principal
executive offices)

Registrant's telephone number:  (513) 762-4000


<PAGE>


Item 5.   Other Events
-------   ------------

          On January 23, 1997, the Company released its
          earnings for the Fourth Quarter and Fiscal Year 1996
          in the form attached hereto as Exhibit 99.1.


Item 7.   Financial Statements and Exhibits
-------   ---------------------------------
          (c)  Exhibits 

               99.1 Other Exhibits--Earnings Release for
                    Fourth Quarter and Fiscal Year 1996



<PAGE>

                            SIGNATURE
                          ----------

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereto duly authorized.  


                                        THE KROGER CO.


January 23, 1997                        By: (Paul W. Heldman)
                                           ------------------
                                            Paul W. Heldman 
                                             Vice President,   
                                             Secretary and       
                                             General Counsel














                          EXHIBIT INDEX
                         -------------


Exhibit
-------

99.1      Other Exhibits--Earnings Release for Fourth Quarter
          and Fiscal Year 1996
[{"type": "8-K", "sequence": "1", "description": "8K FILED 1/23/97", "secsgml_size_bytes": 2112}]
{"company-data": {"conformed-name": "KROGER CO", "cik": "0000056873", "assigned-sic": "5411", "irs-number": "310345740", "state-of-incorporation": "OH", "fiscal-year-end": "0101"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00303", "film-number": "97509399"}, "business-address": {"street1": "1014 VINE ST", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5137624000"}}
SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549

                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

                Date of Report:  January 23, 1997

                         THE KROGER CO.
     (Exact name of registrant as specified in its charter)

An Ohio Corporation            No. 1-303           31-0345740
(State or other jurisdiction   (Commission File  (IRS Employer
of incorporation)               Number)            Number)

1014 Vine Street
Cincinnati, OH  45201
(Address of principal
executive offices)

Registrant's telephone number:  (513) 762-4000
Item 5.   Other Events
-------   ------------

          On January 23, 1997, the Company released its
          earnings for the Fourth Quarter and Fiscal Year 1996
          in the form attached hereto as Exhibit 99.1.

Item 7.   Financial Statements and Exhibits
-------   ---------------------------------
          (c)  Exhibits 

               99.1 Other Exhibits--Earnings Release for
                    Fourth Quarter and Fiscal Year 1996
SIGNATURE
                          ----------

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereto duly authorized.  

                                        THE KROGER CO.

January 23, 1997                        By: (Paul W. Heldman)
                                           ------------------
                                            Paul W. Heldman 
                                             Vice President,   
                                             Secretary and       
                                             General Counsel

                          EXHIBIT INDEX
                         -------------

Exhibit
-------

99.1      Other Exhibits--Earnings Release for Fourth Quarter
          and Fiscal Year 1996