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: April 16, 1997
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
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On March 26, 1997, the Company filed a Certificate
of Amendment with the Ohio Secretary of State
amending and restating its Amended Articles of
Incorporation in the form attached hereto as Exhibit
3(a).
On April 16, 1997, the Company released its earnings
for the first quarter 1997 in the form attached
hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
3(a) Certificate of Amendment filed with the Ohio
Secretary of State on March 26, 1997, including
amended and restated Amended Articles of
Incorporation
99.1 Other Exhibits--Earnings Release for First
Quarter 1997
SIGNATURE
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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.
April 16, 1997 By (Paul W. Heldman)
Paul W. Heldman
Vice President,
Secretary and
General Counsel
EXHIBIT INDEX
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Exhibit
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3(a) Certificate of Amendment filed with the Ohio
Secretary of State on March 26, 1997, including
amended and restated Amended Articles of
Incorporation
99.1 Other Exhibits--Earnings Release for First Quarter
1997