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:  June 26, 1998


                   
                         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 April 16, 1998, The Kroger Co. ("Registrant")
          filed Registration Statement No. 333-50269 on Form
          S-3 with the Securities and Exchange Commission
          pursuant to Rule 415, (hereinafter referred to as
          the "Registration Statement".  The Registration
          Statement provides for the issuance of Securities in
          an aggregate amount of $800,000,000, and was      
          declared effective on April 29, 1998.  Pursuant to a
          Prospectus Supplement dated June 23, 1998,        
          Registrant is issuing $200,000,000 of Debt        
          Securities designated Puttable Reset Securities   
          PURSSM due July 1, 2010.

          Filed as Exhibit 1.1 to the Registration Statement
          was a form of Underwriting Agreement for the      
          issuance of the Debt Securities.  In connection with
          the issuance of the Puttable Reset Securities PURSSM
          due July 1, 2010, the Registrant has executed a
          Pricing Agreement dated June 23, 1998, among      
          Registrant, Goldman, Sachs & Co., Citicorp        
          Securities, Inc. and J.P. Morgan Securities Inc.,
          the form of which is incorporated herein by       
          reference as Exhibit 1.1 hereof.

          The form of indenture for the Puttable Reset      
          Securities PURSSM due July 1, 2010 was filed as
          Exhibit 4.3 of the Registration Statement.  The
          Second Supplemental Indenture dated as of June 26,
          1998, between the Registrant and Star Bank, National
          Association, as Trustee, supplements the Indenture
          dated as of May 1, 1998, between the Registrant and
          Star Bank, National Association, as Trustee, which
          originally was qualified as filed with the        
          Registration Statement.  The Second Supplemental  
          Indenture is attached hereto as Exhibit 4.3.

          In connection with the issuance of the Puttable
          Reset Securities PURSSM due July 1, 2010, the     
          Registrant has executed a Calculation Agency      
          Agreement dated as of June 26, 1998 with J.P.     
          Morgan Securities Inc., which is attached hereto as
          Exhibit 99.1.


Item 7.   Financial Statements, Pro Forma Financial 
-------   -----------------------------------------
          Information and Exhibits
          ------------------------

          (c)  Exhibits

               1.1  Pricing Agreement dated June 23, 1998,
                    among Registrant, Goldman, Sachs & Co.,
                    Citicorp Securities, Inc. and J.P. Morgan
                    Securities Inc.

               4.3  Second Supplemental Indenture dated as of
                    June 26, 1998, between the Registrant and
                    Star Bank, National Association, as     
                    Trustee, relating to the Registrant's   
                    Puttable Reset Securities PURSSM due July
                    1, 2010.

               99.1 Calculation Agency Agreement dated as of
                    June 26, 1998, between Registrant and J.P.
                    Morgan Securities Inc.<PAGE>

<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.


June 26, 1998                 By(Paul W. Heldman)
                                 Paul W. Heldman
                                 Senior Vice President,      
                                   Secretary and General       
                                   Counsel

<PAGE>
                          EXHIBIT INDEX


Exhibit
-------

1.1  Pricing Agreement dated June 23, 1998, among Registrant,
     Goldman, Sachs & Co., Citicorp Securities, Inc. and J.P.
     Morgan Securities Inc.

4.3  Second Supplemental Indenture dated as of June 26, 1998,
     between the Registrant and Star Bank, National    
     Association, as Trustee, relating to the Registrant's  
     Puttable Reset Securities PURSSM due July 1, 2010.

99.1 Calculation Agency Agreement dated as of June 26, 1998,
     between Registrant and J.P. Morgan Securities Inc.


<PAGE>
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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:  June 26, 1998

                   
                         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 April 16, 1998, The Kroger Co. ("Registrant")
          filed Registration Statement No. 333-50269 on Form
          S-3 with the Securities and Exchange Commission
          pursuant to Rule 415, (hereinafter referred to as
          the "Registration Statement".  The Registration
          Statement provides for the issuance of Securities in
          an aggregate amount of $800,000,000, and was      
          declared effective on April 29, 1998.  Pursuant to a
          Prospectus Supplement dated June 23, 1998,        
          Registrant is issuing $200,000,000 of Debt        
          Securities designated Puttable Reset Securities   
          PURSSM due July 1, 2010.

          Filed as Exhibit 1.1 to the Registration Statement
          was a form of Underwriting Agreement for the      
          issuance of the Debt Securities.  In connection with
          the issuance of the Puttable Reset Securities PURSSM
          due July 1, 2010, the Registrant has executed a
          Pricing Agreement dated June 23, 1998, among      
          Registrant, Goldman, Sachs & Co., Citicorp        
          Securities, Inc. and J.P. Morgan Securities Inc.,
          the form of which is incorporated herein by       
          reference as Exhibit 1.1 hereof.

          The form of indenture for the Puttable Reset      
          Securities PURSSM due July 1, 2010 was filed as
          Exhibit 4.3 of the Registration Statement.  The
          Second Supplemental Indenture dated as of June 26,
          1998, between the Registrant and Star Bank, National
          Association, as Trustee, supplements the Indenture
          dated as of May 1, 1998, between the Registrant and
          Star Bank, National Association, as Trustee, which
          originally was qualified as filed with the        
          Registration Statement.  The Second Supplemental  
          Indenture is attached hereto as Exhibit 4.3.

          In connection with the issuance of the Puttable
          Reset Securities PURSSM due July 1, 2010, the     
          Registrant has executed a Calculation Agency      
          Agreement dated as of June 26, 1998 with J.P.     
          Morgan Securities Inc., which is attached hereto as
          Exhibit 99.1.

Item 7.   Financial Statements, Pro Forma Financial 
-------   -----------------------------------------
          Information and Exhibits
          ------------------------

          (c)  Exhibits

               1.1  Pricing Agreement dated June 23, 1998,
                    among Registrant, Goldman, Sachs & Co.,
                    Citicorp Securities, Inc. and J.P. Morgan
                    Securities Inc.

               4.3  Second Supplemental Indenture dated as of
                    June 26, 1998, between the Registrant and
                    Star Bank, National Association, as     
                    Trustee, relating to the Registrant's   
                    Puttable Reset Securities PURSSM due July
                    1, 2010.

               99.1 Calculation Agency Agreement dated as of
                    June 26, 1998, between Registrant and J.P.
                    Morgan Securities Inc.
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.

June 26, 1998                 By(Paul W. Heldman)
                                 Paul W. Heldman
                                 Senior Vice President,      
                                   Secretary and General       
                                   Counsel
EXHIBIT INDEX

Exhibit
-------

1.1  Pricing Agreement dated June 23, 1998, among Registrant,
     Goldman, Sachs & Co., Citicorp Securities, Inc. and J.P.
     Morgan Securities Inc.

4.3  Second Supplemental Indenture dated as of June 26, 1998,
     between the Registrant and Star Bank, National    
     Association, as Trustee, relating to the Registrant's  
     Puttable Reset Securities PURSSM due July 1, 2010.

99.1 Calculation Agency Agreement dated as of June 26, 1998,
     between Registrant and J.P. Morgan Securities Inc.