EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of The Kroger
Co. (the "Company") hereby constitutes and appoints Paul W. Heldman and Bruce M.
Gack and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, to sign, execute and affix his seal thereto and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) any of the documents referred to below relating to the registration
under the Securities Act of 1933, as amended, on Form S-8 or other appropriate
form of 20,000,000 shares of the Common Stock of the Company and 10,000,000
Preferred Stock Purchase rights associated therewith with respect to the
granting, awarding, or selling of any stock to the employees and directors of
the Company or its subsidiaries pursuant to the Company's 2002 Long-Term
Incentive Plan: (a) a registration statement under the Securities Act of 1933,
as amended, with all exhibits and any and all documents required to be filed
with respect thereto; and (b) any and all amendments thereto that may be filed
from time to time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand.



(Joseph A. Pichler)                                         April 12, 2002
Joseph A. Pichler
Chairman and Chief Executive Officer
and Director



                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of The Kroger
Co. (the "Company") hereby constitutes and appoints Paul W. Heldman and Bruce M.
Gack and each of them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent for him and on his behalf and in his name,
place and stead, to sign, execute and affix his seal thereto and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) any of the documents referred to below relating to the registration
under the Securities Act of 1933, as amended, on Form S-8 or other appropriate
form of 20,000,000 shares of the Common Stock of the Company and 10,000,000
Preferred Stock Purchase rights associated therewith with respect to the
granting, awarding, or selling of any stock to the employees and directors of
the Company or its subsidiaries pursuant to the Company's 2002 Long-Term
Incentive Plan: (a) a registration statement under the Securities Act of 1933,
as amended, with all exhibits and any and all documents required to be filed
with respect thereto; and (b) any and all amendments thereto that may be filed
from time to time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand.



(J. Michael Schlotman)                                     April 12, 2002
J. Michael Schlotman
Group Vice President and
Chief Financial Officer



                                POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of The Kroger
Co. (the "Company") hereby constitutes and appoints Paul W. Heldman and Bruce M.
Gack and each of them (with full power to each of them to act alone) her true
and lawful attorney-in-fact and agent for her and on her behalf and in her name,
place and stead, to sign, execute and affix her seal thereto and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority) any of the documents referred to below relating to the registration
under the Securities Act of 1933, as amended, on Form S-8 or other appropriate
form of 20,000,000 shares of the Common Stock of the Company and 10,000,000
Preferred Stock Purchase rights associated therewith with respect to the
granting, awarding, or selling of any stock to the employees and directors of
the Company or its subsidiaries pursuant to the Company's 2002 Long-Term
Incentive Plan: (a) a registration statement under the Securities Act of 1933,
as amended, with all exhibits and any and all documents required to be filed
with respect thereto; and (b) any and all amendments thereto that may be filed
from time to time by the Company with all exhibits and any and all documents
required to be filed with respect thereto; granting unto said attorneys, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as she might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand.



(M. Elizabeth Van Oflen)                                   April 12, 2002
M. Elizabeth Van Oflen
Vice President and Corporate Controller



                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That each of the undersigned directors of
The Kroger Co. (the "Company") hereby constitutes and appoints Paul W. Heldman
and Bruce M. Gack and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent for him or her and
on his or her behalf and in his or her name, place and stead, to sign, execute
and affix his or her seal thereto and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority) any of the
documents referred to below relating to the registration under the Securities
Act of 1933, as amended, on Form S-8 or other appropriate form of 20,000,000 of
the Common Stock of the Company and 10,000,000 Preferred Stock Purchase Rights
associated therewith with respect to the granting, awarding, or selling of any
stock to the employees and directors of the Company or its subsidiaries pursuant
to the Company's 2002 Long-Term Incentive Plan: (a) a registration statement
under the Securities Act of 1933, as amended, with all exhibits and any and all
documents required to be filed with respect thereto; and (b) any and all
amendments thereto that may be filed from time to time by the Company with all
exhibits and any and all documents required to be filed with respect thereto;
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he or she might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands and
seals, as of the 12th day of April, 2002.

(Robert D. Beyer)                           (Katherine D. Ortega)
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(David B. Dillon)                           (Bruce Karatz)
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(Clyde R. Moore)                            (David B. Lewis)
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(Steven R. Rogel)                           (John T. LaMacchia)
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(Bobby S. Shackouls)
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                                   RESOLUTION

RESOLVED, That The Kroger Co. 2002 Long-Term Incentive Plan (the "Plan"), in
substantially the form presented to this meeting with all changes as the
officers of the Company, upon advice of counsel, may approve, is adopted,
subject to ratification by the holders of a majority of the Company's Common
Stock represented at the Annual Shareholders Meeting to be held on June 27,
2002; and further

RESOLVED, That upon approval by the shareholders, the Plan will become effective
on June 27, 2002, and the officers of the Company will be authorized to issue
20,000,000 shares of Common Stock of the Company pursuant to the Plan; and
further

RESOLVED, That the officers of the Company are authorized to execute a
Registration Statement for the Plan on behalf of the Company on Form S-8 (the
"Registration Statement"), for the purpose of registering the 20,000,000 shares
of Common Stock under the Securities Act of 1933, and to file the Registration
Statement with the Securities and Exchange Commission in the form approved by
the executing officers, with approval evidenced by the execution thereof; and
further

RESOLVED, That the officers of the Company are authorized to execute in the name
and on behalf of the Company, all amendments to the Registration Statement, as
they deem appropriate, to procure all other necessary signatures thereto and to
file the amendments with the Securities and Exchange Commission; and further

RESOLVED, That Paul Heldman and Bruce M. Gack, or either one of them, are
appointed the true and lawful attorneys-in-fact, with authority to sign and
execute on behalf of The Kroger Co., and on behalf of the directors and officers
thereof in their official capacities, the Registration Statement and any and all
amendments thereto, which they in their discretion deem necessary or advisable
to be filed with the Securities and Exchange Commission; and further

RESOLVED, That Paul Heldman, Vice President, Secretary and General Counsel of
this Company, whose address is 1014 Vine Street, Cincinnati, Ohio, is designated
as the Agent for Service to be named in the Registration Statement, and
authorized to receive notices and communications, with respect to the
registration under the Securities Act of 1933, as amended, of the proposed issue
of the shares of Common Stock with all powers consequent upon that designation
under the rules and regulations of the Securities and Exchange Commission; and
further

RESOLVED, That the officers of the Company are authorized to list the 20,000,000
shares of Common Stock subject to the Plan with the New York Stock Exchange and
to take all actions, and prepare, execute, and file all documents, including an
indemnity agreement relating to the use of facsimile signatures in the execution
of the shares of Common Stock, necessary, incidental or convenient to effectuate
the listing; and further

RESOLVED, That for the purpose of executing the shares of Common Stock the
Company hereby adopts and acknowledges the facsimile signatures of Joseph A.
Pichler and Paul Heldman, its Chairman of the Board, and Secretary,
respectively, and the shares of Common Stock may be executed by the facsimile
signatures hereby adopted until further order of the Board of Directors, even if
either of them may have ceased to hold his



respective office at the time the shares of Common Stock are delivered; and
further

RESOLVED, That the officers of the Company are authorized and directed, in the
name and on behalf of the Company, to take all action they deem necessary or
advisable to register or qualify the shares of Common Stock for issue, offer,
sale or trade under the Blue Sky or securities laws of any State of the United
States or Province of Canada and in that connection to execute and deliver all
documents required under those laws, and to take any and all further action
which they deem necessary or advisable in order to maintain registration or
qualification of the shares of Common Stock for as long as they may deem
necessary or as required by law; and further

RESOLVED, That the officers of the Company are authorized and directed in the
name and on behalf of the Company to execute, deliver, and file, as required,
all documents necessary or appropriate to effectuate the purposes and intents of
the foregoing resolutions and the various transactions contemplated thereby.