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:  July 9, 1996


                   
                         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 July 9, 1996, the Company released its press
          release regarding second quarter 1996 performance in
          the form attached hereto as Exhibit 99.1.

          
Item 7.   Financial Statements and Exhibits
- -------   ---------------------------------

          (c)  Exhibits 

               99.1 Other Exhibits--Press Release Regarding
                    Second Quarter 1996 Performance
<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.


July 9, 1996                  By (Paul W. Heldman)
                                  Paul W. Heldman           
                                  Vice President, Secretary
                                    and General Counsel
















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


Exhibit                                      
- --------

99.1      Other Exhibits--Press Release Regarding Second
          Quarter 1996 Performance
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{"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": "96592281"}, "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:  July 9, 1996

                   
                         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 July 9, 1996, the Company released its press
          release regarding second quarter 1996 performance in
          the form attached hereto as Exhibit 99.1.

          
Item 7.   Financial Statements and Exhibits
- -------   ---------------------------------

          (c)  Exhibits 

               99.1 Other Exhibits--Press Release Regarding
                    Second Quarter 1996 Performance
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.

July 9, 1996                  By (Paul W. Heldman)
                                  Paul W. Heldman           
                                  Vice President, Secretary
                                    and General Counsel

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

Exhibit                                      
- --------

99.1      Other Exhibits--Press Release Regarding Second
          Quarter 1996 Performance