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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
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                                  FORM 8-K

                               CURRENT REPORT

                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                    -----------------------------------






DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  OCTOBER 22, 1998


                               THE KROGER CO.
           (Exact name of registrant as specified in its charter)



        OHIO                        1-303                      31-0345740
   (State or other        (Commission File Number)          (I.R.S. Employer
   jurisdiction of                                           Identification
   incorporation or                                              Number)
    organization)
                              1014 VINE STREET
                           CINCINNATI, OHIO 45202
                      (Address of principal executive
                                  offices)




REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:    (513) 762-4000





Item 5.   Other Events.
          ------------

          On  October  19,  1998,  the  registrant  announced  that  it had
          executed an Agreement and Plan of Merger, dated as of October 18,
          1998, which is included as an exhibit to the registrant's current
          report on Form 8-K filed October 20, 1998. In connection with the
          announcement  of  the  merger,  the  registrant  distributed  the
          Materials at meetings with analysts  conducted in October,  1998,
          filed as Exhibit 99.1 hereto.


Item 7.  Financial Statements and Exhibits.
         ---------------------------------


               Exhibit      Description
               -------      -----------

                 99.1       Materials distributed at meetings with analysts
                            conducted in October, 1998


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                                 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.





  October 22, 1998                  By: /s/ Paul W. Heldman
                                        ------------------------
                                        Paul W. Heldman
                                        Senior Vice President,
                                        Secretary and General Counsel





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



               Exhibit      Description
               -------      -----------

                 99.1       Materials distributed at meetings conducted in
                            October, 1998