EXHIBIT 5


                                   THE KROGER CO.
                                   1014 Vine Street
                                   Cincinnati, OH  45202

                                   September  16, 1994



Board of Directors
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio  45202

Ladies and Gentlemen:  

I am familiar with the proceedings taken and proposed to be taken by The
Kroger Co., an Ohio corporation (the "Company"), in connection with the
issuance of up to 6,000,000 additional shares of its Common Stock (the
"Securities") pursuant to The Kroger Co. Employee Stock Purchase Plan (the
"Plan").  I have acted as counsel to the Company in connection with its
preparation of a Registration Statement relating to such issuance on Form S-8
to be filed by the Company with the Securities and Exchange Commission for
the registration of the Securities under the Securities Act of 1933, as
amended.  I have examined the above-mentioned documents, the Amended Articles
of Incorporation and Regulations of the Company, the corporate minutes of the
proceedings of the directors and shareholders of the Company, and such other
records and documents of the Company as I have deemed necessary in order to
express the opinions hereinafter set forth.  

Based upon the foregoing, and assuming compliance with applicable federal and
state securities laws, I am of the opinion that when the Securities are
issued pursuant to the Plan, they will be duly authorized, validly issued and
outstanding, fully paid and non-assessable.  

I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Registration Statement as having
passed upon the legality of the Securities offered thereby on behalf of the
Company.  

                                   Very truly yours,  


                                   (Paul W. Heldman)
                                   Paul W. Heldman
                                   Vice President, Secretary
                                     and General Counsel