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 17, 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 17, 1996, the Company released its earnings
          for the second 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
                    Second 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.


July 17, 1996                      By (Paul W. Heldman)
                                       Paul W. Heldman
                                       Vice President,
                                       Secretary and General
                                          Counsel




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


Exhibit                                      
- -------

99.1      Other Exhibits--Earnings Release for Second Quarter
          1996