UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDEDFor the fiscal year ended February 2, 2002.
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[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from __________________to_________________

COMMISSION FILE NUMBERto
___________________ _______________

Commission file number 1-303
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THE KROGER CO.
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(Exact name of registrant as specified in its charter)

Ohio 31-0345740
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

1014 Vine Street, Cincinnati, OH 45202 45202
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Ohio 31-0345740
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

1014 Vine Street, Cincinnati, OH 45202 45202
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (513) 762-4000
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Securities registered pursuant to Section 12 (b) of the Act:

Name of each exchange
Title of each class on which registered

Common Stock $1 par value New York Stock Exchange
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794,109,633 shares
outstanding on April 24, 2002
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Title of each class Name of each exchange on which registered

Common Stock $1 par value New York Stock Exchange
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794,109,633 shares outstanding on April 24, 2002
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Securities registered pursuant to section 12(g) of the Act:

NONE
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(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No_____.
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10K or any
1

amendment to this Form 10-K. [_]

The aggregate market value of the Common Stock of The Kroger Co. held by
non-affiliates as of March 11, 2002: $17,882,235,374.

Documents Incorporated by Reference:
Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act on or before June 2,May
8, 2002, incorporated by reference into Parts II and III of Form 10-K.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements:

Report of Independent Public Accountants
Consolidated Balance Sheet as of February 2, 2002 and February 3, 2001
Consolidated Statement of Income for the years ended February 2, 2002,
February 3, 2001, and January 29, 2000
Consolidated Statement of Cash Flows for the years ended February 2,
2002, and February 3, 2001, and January 29, 2000
Consolidated Statement of Changes in Shareowners' Equity (Deficit)
Notes to Consolidated Financial Statements

Financial Statement Schedules:

There are no Financial Statement Schedules included with this filing
for the reason that they are not applicable or are not required or the
information is included in the financial statements or notes thereto

(b) Reports on Form 8-K:

On December 11, 2001, The Kroger Co. filed a Current Report on Form
8-K with the SEC disclosing its earnings release for the third quarter
2001, including unaudited financial statements for that quarter.

3.1 Amended Articles of Incorporation of The Kroger Co.
are incorporated by reference to Exhibit 3.1 of The
Kroger Co.'s Quarterly Report on Form 10-Q for the
quarter ended October 3, 1998. The Kroger Co.'s
Regulations are incorporated by reference to Exhibit
4.2 of The Kroger Co.'s Registration Statement on
Form S-3 (Registration No. 33-57552) filed with the
SEC on January 28, 1993.

4.1 Instruments defining the rights of holders of
long-term debt of the Company and its subsidiaries
are not filed as Exhibits because the amount of debt
under each instrument is less than 10% of the
consolidated assets of the Company. The Company
undertakes to file these instruments with the
Commission upon request.

10.1 Material Contracts - Third Amended and Restated
Employment Agreement dated as of July 22, 1993,
between the Company and Joseph A. Pichler is hereby
incorporated by reference to Exhibit 10.1 to the
Company's Form 10-Q for the quarter ended October 9,
1993.

*10.2 Executive Employment Agreement dated as of November
30, 2001, between the Company and David B. Dillon.

*10.3 Executive Employment Agreement dated as of April 22,
2002, between the Company and W. Rodney McMullen.

*10.4 Executive Employment Agreement dated as of November
30, 2001, between the Company and Don W. McGeorge.

10.5 Non-Employee Directors' Deferred Compensation Plan.
Incorporated by reference to Appendix J to Exhibit
99.1 of Fred Meyer, Inc.'s Current Report on Form 8-K

dated September 9, 1997, SEC File No. 1-13339.

*12.1 Statement of Computation of Ratio of Earnings to
Fixed Charges.

21.1*21.1 Subsidiaries of the Registrant.

*23.1 Consent of Independent Public Accountants.

23.2 Consent of Independent Public Accountants.

*24.1 Powers of Attorney.

99.1 Annual Reports on Form 11-K for The Kroger Co.
Savings Plan and the Fred Meyer, Inc. 401(k)The Kroger Co. Savings Plan for
Collective Bargaining Unit EmployeesAssociates for the Year 2001 will beas filed
by amendment on or before
June 29, 2002.

*Previouslyherewith.

* Previously filed.

SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

THE KROGER CO.

Dated: May 22,June 28, 2002 By (*Joseph A. Pichler)
Joseph A. Pichler, Chairman
of the Board of Directors and
Chief Executive Officer

Dated: May 22,June 28, 2002 By (*J. Michael Schlotman)
J. Michael Schlotman
Group Vice President and
Chief Financial Officer

Dated: May 22,June 28, 2002 By (*M. Elizabeth Van Oflen)
M. Elizabeth Van Oflen
Vice President & Corporate Controller
and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities indicated on the 22nd28th day of May,June, 2002.

_________________________- ------------------------- Director
Reuben V. Anderson

Director

(*Robert D. Beyer) Director
Robert D. Beyer

_________________________- ------------------------- Director
John L. Clendenin

(*David B. Dillon) President, Chief Operating
David B. Dillon Officer, and Director

(*Bruce Karatz) Director
Bruce Karatz

(*David B. Lewis) Director
David B. Lewis

(*John T. LaMacchia) Director
John T. LaMacchia

_________________________- ------------------------- Director
Edward M. Liddy

(*Clyde R. Moore) Director
Clyde R. Moore

____________________________- ------------------------- Director
Thomas H. O'Leary

(*Katherine D. Ortega) Director
Katheriine D. Ortega

(*Joseph A. Pichler) Chairman of the Board of
Joseph A. Pichler Directors, Chief Executive
Officer, and Director

(*Steven R. Rogel) Director
Steven R. Rogel

(*Bobby S. Shackouls) Director
Bobby S. Shackouls

*By: (Bruce M. Gack)
Bruce M. Gack
Attorney-in-fact