THE KROGER CO.
                     Cincinnati, Ohio  45202

Paul W. Heldman
Vice President, Secretary
and General Counsel


                                            May 15, 1997



Board of Directors
The Kroger Co.
1014 Vine Street
Cincinnati, OH 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 10,000,000 shares of
its Common Stock (the "Securities") pursuant to The Kroger Co.
1997 Long-Term Incentive Plan (the "Plan").  I have acted as
counsel to the Company in connection with its preparation of a
Registration Statement relating to that 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 all 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 Heldman)