Kwik Shop POS AM Prospectus update (post-effective amendment)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 2004.

REGISTRATION NO. 333-91388

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE
AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

THE KROGER CO.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

OHIO	31-0345740
(STATE OR OTHER JURISDICTION OF	(I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)	IDENTIFICATION NO.)

1014 VINE STREET
CINCINNATI, OHIO 45202
(513) 762-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OR
REGISTRANT’S PRINCIPAL EXECUTIVE OFFICES)

PAUL W. HELDMAN, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
THE KROGER CO.
1014 VINE STREET
CINCINNATI, OHIO 45202
(513) 762-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [  ]

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [  ]

TABLE OF CONTENTS

Exhibit 5.2

     The following entities are direct or indirect subsidiaries of Registrant, and may guarantee one or more issues of Debt Securities, and are Co-Registrants under this Registration Statement:

	STATE OF INCORPORATION/	IRS EMPLOYER
NAME	ORGANIZATION	IDENTIFICATION NO.
Dillon Companies, Inc.	Kansas	48-0196590
Henpil, Inc.	Texas	74-6044519
Inter-American Foods, Inc.	Ohio	74-1491846
J. V. Distributing, Inc.	Michigan	31-1107025
KRGP Inc.	Ohio	31-1569084
KRLP Inc.	Ohio	31-1579339
The Kroger Co. of Michigan	Michigan	38-0900860
Kroger Dedicated Logistics Co.	Ohio	31-1399126
Kroger Limited Partnership I	Ohio	31-1569568
Kroger Limited Partnership II	Ohio	31-1569087
Peyton’s-Southeastern, Inc.	Tennessee	61-0942129
Rocket Newco, Inc.	Texas	76-0542912
Topvalco, Inc.	Ohio	31-0574717
Vine Court Assurance Incorporated	Vermont	31-1192645
Dillon Real Estate Co., Inc.	Kansas	48-0680105
Junior Food Stores of West Florida, Inc.	Florida	59-0980071
Kwik Shop, Inc.	Kansas	48-6112339
Mini Mart, Inc.	Wyoming	83-0208334
Quik Stop Markets, Inc.	California	94-1610162
THGP Co., Inc.	Pennsylvania	23-2922125
THLP Co., Inc.	Pennsylvania	23-2922123
Turkey Hill, L.P.	Pennsylvania	23-2922126
Fred Meyer, Inc.	Delaware	91-1826443
Fred Meyer Stores, Inc.	Ohio	93-0798201
CB&S Advertising Agency, Inc.	Oregon	93-0587794
Distribution Trucking Company	Oregon	93-0786441
FM, Inc.	Utah	93-1197669
Fred Meyer Jewelers, Inc.	California	68-0202947
Smith’s Food &Drug Centers, Inc.	Ohio	87-0258768
Richie’s, Inc.	Texas	74-2047032
Smith’s Beverage of Wyoming, Inc.	Wyoming	80-0126833
Hughes Markets, Inc.	California	95-1947206
Hughes Realty, Inc.	California	95-2253719
Second Story, Inc.	Washington	91-1753356
Food 4 Less Holdings, Inc.	Delaware	33-0642810

	STATE OF INCORPORATION/	IRS EMPLOYER
NAME	ORGANIZATION	IDENTIFICATION NO.
Ralphs Grocery Company	Ohio	95-4356030
Alpha Beta Company	California	95-1456805
Bay Area Warehouse Stores, Inc.	California	93-1087199
Bell Markets, Inc.	California	94-1569281
Cala Co.	Delaware	95-4200005
Cala Foods, Inc.	California	94-1342664
Crawford Stores, Inc.	California	95-0657410
Food 4 Less of California, Inc.	California	33-0293011
Food 4 Less of Southern California, Inc.	Delaware	33-0483203
Food 4 Less Merchandising, Inc.	California	33-0483193
Food 4 Less GM, Inc.	California	95-4390406
Kroger Texas L.P.	Ohio	31-1678530
RJD Assurance, Inc.	Vermont	03-0364178
Queen City Assurance, Inc.	Vermont	03-0371799
F4L L.P.	Ohio	31-1809033
Kroger Group Cooperative, Inc.	Ohio	31-1809025
FMJ, Inc.	Delaware	03-0461248

EXPLANATORY NOTE:

This Post-Effective Amendment No. 1 is filed solely to reflect a change in domicile from Delaware to Ohio of three Co-Registrants (Fred Meyer Stores, Inc., Ralphs Grocery Company and Smith’s Food & Drug Centers, Inc.). Pursuant to Rule 414(d), these three Co-Registrants expressly adopt the Registration Statement as their own for all purposes under the Securities Act and the Securities Exchange Act of 1934. In addition, certain Co-Registrants that no longer exist are omitted from the list set forth above.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, December 9, 2004.

THE KROGER CO.
BY		/s/ BRUCE M. GACK
	Bruce M. Gack
	Assistant Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

REGISTRANT

SIGNATURE		TITLE
* /s/ REUBEN V. ANDERSON		Director
	Reuben V. Anderson
* /s/ ROBERT D. BEYER		Director
	Robert D. Beyer
* /s/ JOHN L. CLENDENIN		Director
	John L. Clendenin
* /s/ DAVID B. DILLON		Director, Chairman and
		Chief Executive Officer
	David B. Dillon
* /s/ JOHN T. LAMACCHIA		Director
	John T. LaMacchia
* /s/ DAVID B. LEWIS		Director
	David B. Lewis

II- 4

SIGNATURE		TITLE	DATE
* /s/ EDWARD M. LIDDY		Director
	Edward M. Liddy
		Director, President and
		Chief Operating Officer
	Don W. McGeorge
		Director and Vice Chairman
	W. Rodney McMullen
* /s/ CLYDE R. MOORE		Director
	Clyde R. Moore
* /s/ KATHERINE D. ORTEGA		Director
	Katherine D. Ortega
		Director
	Susan M. Phillips
* /s/ STEVEN R. ROGEL		Director
	Steven R. Rogel
* /s/ J. MICHAEL SCHLOTMAN		Senior Vice President and
		Chief Financial
	J. Michael Schlotman	Officer — Principal
		Financial Officer
* /s/ BOBBY S. SHACKOULS		Director
	Bobby S. Shackouls
* /s/ MARY ELIZABETH VAN OFLEN		Vice President and Corporate
		Controller — Principal
	Mary Elizabeth Van Oflen	Accounting Officer
*By /s/ BRUCE M. GACK
	Bruce M. Gack
	As Attorney-in-fact

December 9, 2004

II- 5

CO-REGISTRANT OFFICERS AND DIRECTORS

			DATE
			All as of
SIGNATURE		TITLE	December 9, 2004
Dillon Companies, Inc.
/s/ DAVID B. DILLON		Director, Chairman of
		the Board, President and
	David B. Dillon	Chief Executive Officer
		(Principal Executive Officer)
/s/ FRANK J. REMAR		Vice President, Secretary and
		Treasurer (Principal
	Frank J. Remar	Financial and Accounting
		Officer)
/s/ PAUL W. HELDMAN		Director, Vice President,
		and Assistant Secretary
	Paul W. Heldman
		Director
	J. Michael Schlotman

II- 6

SIGNATURE		TITLE
Henpil, Inc.
/s/ LEE BREWER		President and Director
		(Principal Executive
	Lee Brewer	Officer)
/s/ TODD C. FREASE		Director, Vice President,
		Treasurer, and Secretary
	Todd C. Frease	(Principal Financial and
		Accounting Officer)
		Director and Vice President
	Jack Cannon
Inter-American Foods, Inc.
/s/ PAUL W. HELDMAN		President
		(Principal Executive Officer)
	Paul W. Heldman
/s/ SCOTT M. HENDERSON		Vice President and Treasurer
		(Principal Financial and Accounting
	Scott M. Henderson	Officer)
/s/ DOROTHY D. ROBERTS		Director
	Dorothy D. Roberts
/s/ BRUCE M. GACK		Director, Vice President and
		Secretary
	Bruce M. Gack
		Director
	Mary Elizabeth Van Oflen
J. V. Distributing, Inc.
/s/ W. RODNEY MCMULLEN		President (Principal
		Executive Officer)
	W. Rodney McMullen
/s/ SCOTT M. HENDERSON		Treasurer (Principal
		Financial and Accounting
	Scott M. Henderson	Officer)

II- 7

SIGNATURE		TITLE
/s/ BRUCE M. GACK		Director and Secretary
	Bruce M. Gack
/s/ DOROTHY D. ROBERTS		Director
	Dorothy D. Roberts
		Director
	Mary Elizabeth Van Oflen
KRGP Inc.
KRLP Inc.
Kroger Limited Partnership I
By KRGP Inc., the General Partner
Kroger Limited Partnership II
By KRGP Inc., the General Partner
Kroger Texas L.P.
By KRGP Inc., the General Partner
/s/ DAVID B. DILLON		Director and President
		(Principal Executive Officer)
	David B. Dillon
/s/ SCOTT M. HENDERSON		Vice President and
		Treasurer (Principal
	Scott M. Henderson	Financial and Accounting
		Officer)
/s/ PAUL W. HELDMAN		Director, Vice President,
		and Secretary
	Paul W. Heldman
		Director
	J. Michael Schlotman
/s/ BRUCE M. GACK		Director, Vice President
		and Assistant Secretary
	Bruce M. Gack

II- 8

SIGNATURE		TITLE
The Kroger Co. of Michigan
/s/ BRUCE A. MACAULAY		Director and President
		(Principal Executive Officer)
	Bruce A. Macaulay
/s/ KEVIN TROMBLEY		Treasurer and Secretary
		(Principal Financial and
	Kevin Trombley	Accounting Officer)
/s/ PAUL W. HELDMAN		Director, Vice President and
		Assistant Secretary
	Paul W. Heldman
		Director
	Terry Frey
Kroger Dedicated Logistics Co.
/s/ PAUL W. HELDMAN		President
		(Principal Executive
	Paul W. Heldman	Officer)
/s/ SCOTT M. HENDERSON		Vice President
		and Treasurer (Principal
	Scott M. Henderson	Financial and Accounting
		Officer)
/s/ BRUCE M. GACK		Director
	Bruce M. Gack
/s/ DOROTHY D. ROBERTS		Director
	Dorothy D. Roberts
		Director
	Mary Elizabeth Van Oflen

II- 9

Kroger Group Cooperative, Inc.
/s/ DAVID B. DILLON		President and Chief Operating Officer
		(Principal Executive Officer)
	David B. Dillon
/s/ SCOTT M. HENDERSON		Vice President and Treasurer
		(Principal Financial and
	Scott M. Henderson	Accounting Officer)
/s/ BRUCE M. GACK		Director, Vice President and
		Assistant Secretary
	Bruce M. Gack
/s/ DOROTHY D. ROBERTS		Director
	Dorothy D. Roberts
		Director, Vice President and
		and Assistant Treasurer
	Mary Elizabeth Van Oflen
Peyton’s-Southeastern, Inc.
/s/ J. ROBERT RICE		Director, President and
		Chief Executive Officer
	J. Robert Rice	(Principal Executive
		Officer)
/s/ ROBERT WELTY		Treasurer and Secretary
		(Principal Financial and
	Robert Welty	Accounting Officer)

II- 10

SIGNATURE		TITLE
/s/ BRUCE M. GACK		Director, Vice President and
		Assistant Secretary
	Bruce M. Gack
		Director
	Dorothy D. Roberts
Queen City Assurance, Inc.
/s/ MARY ELIZABETH VAN OFLEN		Director and President
		(Principal Executive Officer)
	Mary Elizabeth Van Oflen
/s/ THOMAS A. SMITH		Director, Controller and Chief
		Accounting Officer (Principal
	Thomas A. Smith	Accounting Officer)
/s/ SCOTT M. HENDERSON		Treasurer
		(Principal Accounting Officer)
	Scott M. Henderson
/s/ BRUCE M. GACK		Director, Senior Vice President
		and Secretary
	Bruce M. Gack
		Director and Senior Vice
		President
	L. Thomas Aydt II
		Director and Assistant Secretary
	Alan D. Port
Rocket Newco, Inc.
/s/ LEE BREWER		Director and President
		(Principal Executive
	Lee Brewer	Officer)
/s/ TODD C. FREASE		Director, Vice President,
		and Treasurer
	Todd C. Frease	(Principal Financial and
		Accounting Officer)
		Director
	Jack Cannon

II- 11

SIGNATURE		TITLE
Topvalco, Inc.
/s/ JAMES E. HODGE		President (Principal
		Executive Officer)
	James E. Hodge
/s/ SCOTT M. HENDERSON		Vice President,
		Treasurer, and Assistant
	Scott M. Henderson	Secretary (Principal
		Financial and Accounting
		Officer)
/s/ BRUCE M. GACK		Director, Vice President
		and Secretary
	Bruce M. Gack
/s/ DOROTHY D. ROBERTS		Director
	Dorothy D. Roberts
		Director, Assistant Treasurer
	Mary Elizabeth Van Oflen
Vine Court Assurance Incorporated
RJD Assurance, Inc.
/s/ MARY ELIZABETH VAN OFLEN		Director and President
		(Principal Executive
	Mary Elizabeth Van Oflen	Officer)

II- 12

SIGNATURE		TITLE
/s/ SCOTT M. HENDERSON		Treasurer (Principal
		Financial Officer)
	Scott M. Henderson
/s/ THOMAS A. SMITH		Director, Controller, and
		Chief Accounting Officer
	Thomas A. Smith	(Principal Accounting
		Officer)
/s/ BRUCE M. GACK		Director, Vice President
		and Secretary
	Bruce M. Gack
		Director and Vice President
	L. Thomas Aydt II
		Director
	Alan D. Port

II- 13

SIGNATURE		TITLE
Dillon Real Estate Co., Inc.
/s/ FRANK J. REMAR		President (Principal
		Executive Officer)
	Frank J. Remar
/s/ SCOTT M. HENDERSON		Vice President and
		Treasurer (Principal
	Scott M. Henderson	Financial and Accounting
		Officer)
/s/ BRUCE M. GACK		Director and Vice President
	Bruce M. Gack
/s/ DOROTHY D. ROBERTS		Director
	Dorothy D. Roberts
		Director
	Mary Elizabeth Van Oflen

II-14

SIGNATURE	TITLE
Junior Food Stores of West Florida, Inc.
/s/ MARK W. SALISBURY Mark W. Salisbury	President (Principal Executive Officer)
/s/ FRANK J. REMAR Frank J. Remar	Vice President, Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/ BRUCE M. GACK Bruce M. Gack	Director
/s/ DOROTHY D. ROBERTS Dorothy D. Roberts	Director
Mary Elizabeth Van Oflen	Director
Kwik Shop, Inc.
/s/ MICHAEL HOFFMANN Michael Hoffman	President (Principal Executive Officer)
/s/ FRANK J. REMAR Frank J. Remar	Vice President, Assistant Secretary and Treasurer (Principal Financial and Accounting Officer)
/s/ BRUCE M. GACK Bruce M. Gack	Director
/s/ DOROTHY D. ROBERTS Dorothy D. Roberts	Director
Mary Elizabeth Van Oflen	Director
Mini Mart, Inc.
/s/ ARTHUR STAWSKI Arthur Stawski	President (Principal Executive Officer)
/s/ FRANK J. REMAR Frank J. Remar	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)

II-15

SIGNATURE	TITLE
/s/ BRUCE M. GACK Bruce M. Gack	Director
/s/ DOROTHY D. ROBERTS Dorothy D. Roberts	Director
Mary Elizabeth Van Oflen	Director
Quik Stop Markets, Inc.
/s/ VAN S. TARVER Van S. Tarver	President (Principal Executive Officer)
/s/ FRANK J. REMAR Frank J. Remar	Vice President, Assistant Secretary and Treasurer (Principal Financial and Accounting Officer)
/s/ BRUCE M. GACK Bruce M. Gack	Director
/s/ DOROTHY D. ROBERTS Dorothy D. Roberts	Director
Mary Elizabeth Van Oflen	Director

II-16

THGP Co., Inc.
THLP Co., Inc.
Turkey Hill, L.P.
     By THGP Co., Inc.,
     its General Partner

/s/ DAVID B. DILLON	Director, President and
	Chief Executive Officer
David B. Dillon	(Principal Executive Officer)
/s/ FRANK J. REMAR	Vice President, Assistant
	Secretary, and Treasurer
Frank J. Remar	(Principal Financial and
	Accounting Officer)
/s/ BRUCE M. GACK
	Director
Bruce M. Gack
/s/ DOROTHY D. ROBERTS
	Director
Dorothy D. Roberts
	Director
Mary Elizabeth Van Oflen

II-17

SIGNATURE	TITLE
Fred Meyer Stores, Inc.
/s/ DARRELL D. WEBB	President
	(Principal Executive Officer)
Darrell D. Webb
/s/ DAVID DEATHERAGE	Senior Vice President and
	Chief Financial Officer
David Deatherage	(Principal Financial
	Officer)
/s/ SCOTT M. HENDERSON	Vice President and
	Treasurer (Principal
Scott M. Henderson	Accounting Officer)
/s/ DAVID B. DILLON
	Director
David B. Dillon
/s/ PAUL W. HELDMAN	Director, Vice President and
	Secretary
Paul W. Heldman
	Director
J. Michael Schlotman

II-18

SIGNATURE	TITLE
Fred Meyer, Inc.
/s/ DARRELL D. WEBB	President
	(Principal Executive
Darrell D. Webb	Officer)
/s/ DAVID DEATHERAGE	Vice President and Chief
	Financial Officer
David Deatherage	(Principal Financial
	Officer)
/s/ SCOTT M. HENDERSON	Vice President and
	Treasurer (Principal
Scott M. Henderson	Accounting Officer)
/s/ DAVID B. DILLON
	Director
David B. Dillon
/s/ PAUL W. HELDMAN	Director, Vice President,
	and Secretary
Paul W. Heldman
	Director
J. Michael Schlotman

CB&S Advertising Agency, Inc.
Distribution Trucking Company
FM, Inc.

/s/ DARRELL D. WEBB	President
	(Principal Executive
Darrell D. Webb	Officer)
/s/ DAVID DEATHERAGE	Vice President and Chief
	Financial Officer
David Deatherage	(Principal Financial
	Officer)
/s/ SCOTT M. HENDERSON	Vice President and
	Treasurer (Principal
Scott M. Henderson	Accounting Officer)
/s/ BRUCE M. GACK
	Director
Bruce M. Gack
/s/ DOROTHY D. ROBERTS
	Director
Dorothy D. Roberts
	Director
Mary Elizabeth Van Oflen

II-19

Smith’s Beverage of Wyoming, Inc.
/s/ DONALD E. BECKER	Chief Executive Officer
	(Principal Executive Officer)
Donald E. Becker
/s/ SCOTT M. HENDERSON	Vice President and
	Treasurer (Principal Financial
Scott M. Henderson	and Accounting Officer)
/s/ BRUCE M. GACK
	Director
Bruce M. Gack
/s/ DOROTHY D. ROBERTS
	Director
Dorothy D. Roberts
	Director
Mary Elizabeth Van Oflen

Hughes Markets, Inc.
Hughes Realty, Inc.

/s/ DAVID G. HIRZ	President
	(Principal Executive
David G. Hirz	Officer)
/s/ SCOTT M. HENDERSON	Vice President and Treasurer
	(Principal Financial and
Scott M. Henderson	Accounting Officer)
/s/ BRUCE M. GACK
	Director
Bruce M. Gack
/s/ DOROTHY D. ROBERTS
	Director
Dorothy D. Roberts
	Director
Mary Elizabeth Van Oflen

II-20

SIGNATURE	TITLE
Fred Meyer Jewelers, Inc. FMJ, Inc.
/s/ EDWARD A. DAYOOB	President and Chief Executive
	Officer (Principal Executive
Edward A. Dayoob	Officer)
/s/ DAVID DEATHERAGE	Vice President and Chief
	Financial Officer
David Deatherage	(Principal Financial Officer)
/s/ SCOTT M. HENDERSON	Vice President and
	Treasurer (Principal
Scott M. Henderson	Accounting Officer)
/s/ BRUCE M. GACK
	Director
Bruce M. Gack
/s/ DOROTHY D. ROBERTS
	Director
Dorothy D. Roberts
	Director
Mary Elizabeth Van Oflen
Smith’s Food & Drug Centers, Inc.
/s/ JAMES W. HALLSEY	President
	(Principal Executive Officer)
James W. Hallsey
/s/ MICHAEL A. LAWRENCE	Chief Financial Officer
	(Principal Financial Officer)
Michael A. Lawrence
/s/ SCOTT M. HENDERSON	Vice President and
	Treasurer (Principal
Scott M. Henderson	Accounting Officer)
/s/ DAVID B. DILLON
	Director
David B. Dillon

II-21

SIGNATURE	TITLE
/s/ PAUL W. HELDMAN
	Director
Paul W. Heldman
	Director
J. Michael Schlotman
Richie’s, Inc.
/s/ TODD C. FREASE	Director, President and Secretary
	(Principal Executive Officer)
Todd C. Frease
/s/ JACK CANNON	Director, Vice President,
	and Treasurer
Jack Cannon	(Principal Financial and Accounting Officer)
	Director
Lee Brewer
Second Story, Inc.
/s/ DONNA GIORDANO	President and Chief Executive Officer
	(Principal Executive Officer)
Donna Giordano
/s/ SCOTT M. HENDERSON	Vice President and Treasurer
	(Principal Financial and
Scott M. Henderson	Accounting Officer)
/s/ BRUCE M. GACK
	Director
Bruce M. Gack

II-22

SIGNATURE	TITLE
/s/ DOROTHY D. ROBERTS
	Director
Dorothy D. Roberts
	Director
Mary Elizabeth Van Oflen
Food 4 Less Holdings, Inc.
/s/ DAVID G. HIRZ	President (Principal
	Executive Officer)
David G. Hirz
/s/ SCOTT M. HENDERSON	Vice President and Treasurer
	(Principal Financial and
Scott M. Henderson	Accounting Officer)
/s/ DAVID B. DILLON
	Director
David B. Dillon
/s/ PAUL W. HELDMAN	Director, Vice President,
	and Secretary
Paul W. Heldman
	Director
J. Michael Schlotman

Cala Co.
Bay Area Warehouse Stores, Inc.
Bell Markets, Inc.
Cala Foods, Inc.
Crawford Stores, Inc.
Food 4 Less of Southern California, Inc.
Alpha Beta Company
Food 4 Less GM, Inc.
Food 4 Less of California, Inc.
Food 4 Less Merchandising, Inc.
F4L L.P.
     By: Bay Area Warehouse Stores, Inc.,
           Its General Partner

/s/ DAVID G. HIRZ	President (Principal
	Executive Officer)
David G. Hirz
/s/ SCOTT M. HENDERSON	Vice President and Treasurer
	(Principal Financial and
Scott M. Henderson	Accounting Officer)
/s/ BRUCE M. GACK
	Director
Bruce M. Gack
/s/ DOROTHY D. ROBERTS
	Director
Dorothy D. Roberts
	Director
Mary Elizabeth Van Oflen

II-23

Ralphs Grocery Company
/s/ DAVID G. HIRZ	President (Principal Executive
	Officer)
David G. Hirz
/s/ M. DANIEL KREKELER	Senior Vice President and
	Chief Financial Officer
M. Daniel Krekeler	(Principal Financial Officer)
/s/ SCOTT M. HENDERSON	Vice President and Treasurer
	(Principal Financial and
Scott M. Henderson	Accounting Officer)
/s/ DAVID B. DILLON
	Director
David B. Dillon
/s/ PAUL W. HELDMAN	Director, Vice President,
	and Secretary
Paul W. Heldman
	Director
J. Michael Schlotman

II-24

EXHIBIT INDEX

EXHIBIT
NUMBER		DOCUMENT DESCRIPTION
1.1	—	Form of Underwriting Agreement. Incorporated by reference to Exhibit 1.1 of The Kroger Co.’s Current Report on Form 8-K dated April 3, 2002.
4.1	—	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.
4.2	—	Rights Agreement, including form of Rights Certificate, incorporated by reference to The Kroger Co.’s Registration Statements on Form 8-A/A dated April 4, 1997 and October 18, 1998.
4.3	—	Form of Senior Indenture (including form of securities). Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-74389).
**4.4	—	Certificate of Designation of series of preferred shares.
**4.5	—	Form of Deposit Agreement for depositary shares.
**4.6	—	Form of Warrant Agreement, including form of warrant certificate.
*5.1	—	Opinion of Paul Heldman, Esq., including his consent.
5.2	—	Opinion of Paul Heldman, Esq., including his consent.
*12.1	—	Computation of Ratio of Earnings to Fixed Charges.
*23.1	—	Consent of PricewaterhouseCoopers LLP.
23.2	—	Consent of Paul Heldman, Esq., included in Exhibit 5.1 and 5.2.
*24.1	—	Powers of Attorney.
25.1	—	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939. Incorporated by reference to Exhibit 25.1 to the Registrant’s Current Report on Form 8-K dated April 30, 1999.

*	Previously filed.
**	To be filed as an Exhibit to a document to be incorporated by reference for the specific offering of securities, if any, to which it relates.