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 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

          On July 16, 1997, the Company released its earnings for
          the second quarter 1997 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 1997


                                 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 16, 1997                      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
          1997