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:  October 16, 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

<PAGE>







Item 5.   Other Events
-------   ------------
          On October 16, 1996, the Company released its     
          earnings for the Third Quarter 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 Third
                    Quarter 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.


October 16, 1996                   By: (Paul W. Heldman)
                                       Paul W. Heldman
                                       Vice President,
                                         Secretary and 
                                         General Counsel
<PAGE>

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


Exhibit
-------

99.1      Other Exhibits--Earnings Release for Third Quarter
          1996
[{"type": "8-K", "sequence": "1", "description": "8-K FILED 10/16/96", "secsgml_size_bytes": 1967}]
{"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": "96643975"}, "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:  October 16, 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 October 16, 1996, the Company released its     
          earnings for the Third Quarter 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 Third
                    Quarter 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.

October 16, 1996                   By: (Paul W. Heldman)
                                       Paul W. Heldman
                                       Vice President,
                                         Secretary and 
                                         General Counsel
EXHIBIT INDEX
                         -------------

Exhibit
-------

99.1      Other Exhibits--Earnings Release for Third Quarter
          1996