Exhibit 5.1



                                The Kroger Co.
                                1014 Vine Street
                                Cincinnati, OH 45202-1100



                                August 4, 1995

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 10,706,638 shares of the Company's Common Stock, par value $1 per share, and 
up to 10,706,638 Common Stock Purchase Rights pursuant to the Company's Warrant 
Dividend Plan in connection with such issuance of Common Stock (the 
"Securities"). I have acted as counsel to the Company in connection with its 
preparation of (1) a Registration Statement relating to such issuance of the 
Securities and the public sale thereof on Form S-3 filed by the Company with the
Securities and Exchange Commission (the "Registration Statement") for the 
registration of the Securities under the Securities Act of 1933, as amended (the
"Act"); and (2) the form of Standby Agreement filed as an exhibit to the 
Registration Statement (the "Standby Agreement"). I have examined the 
aforementioned 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, such other records and documents of the 
Company and such questions of law as I have deemed necessary in order to express
the opinions hereinafter set forth.

Based upon the foregoing, when the Registration Statement becomes effective


 
under the Act, I am of the opinion that the Securities, when executed, 
countersigned by the transfer agent, and delivered and paid for in accordance 
with the terms of the Standby Agreement, will be duly authorized, validly 
issued, 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 validity of the Securities offered thereby on behalf of the 
Company. In giving such consent, I do not admit that I am in the category of 
persons whose consent is required under Section 7 of the Act.

                                       Very truly yours,



                                       (Paul W. Heldman)
                                       Paul W. Heldman
                                       Vice President, Secretary
                                        and General Counsel