SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                  FORM 10-K/A

                                 ANNUAL REPORT

                    Pursuant to Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934


For the Fiscal Year Ended                  Commission File No. 1-303
   December 27, 1997

                                 THE KROGER CO.

An Ohio Corporation                     I.R.S. Employer Identification
                                                No. 31-0345740

Address                                            Telephone Number
- -------                                            ----------------
1014 Vine St.                                       (513) 762-4000
Cincinnati, Ohio 45202

Securities registered pursuant to section 12 (b) of the Act:
                                             Name of Exchange on
Title of Class                                 which Registered
- --------------                           ----------------------------
Common $1 par value                        New York Stock Exchange
255,664,563 shares outstanding on
 March 17, 1998

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes      X       No  ________.
      --------                 
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any amendment to this
Form 10K [_].

The aggregate market value of the voting and non-voting common equity of The
Kroger Co. held by nonafflilates as of February 27, 1998:   $10,760,140,852

Documents Incorporated by Reference:
     Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act
     on or before April 27, 1998 incorporated by reference into Parts II and III
     of Form 10-K.

 
                                  SIGNATURES
                                  ----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                         THE KROGER CO.


Dated:  April 24, 1998                   By: (Paul W. Heldman)
                                             Paul W. Heldman
                                             Senior Vice President,
                                              Secretary and General
                                              Counsel

 
                               INDEX OF EXHIBITS
                               -----------------

Exhibit
- -------

23.2      Consent of Independent Accountants

23.3      Consent of Independent Accountants

27.1      Restated Financial Data Schedule

27.2      Restated Financial Data Schedule

27.3      Restated Financial Data Schedule

27.4      Restated Financial Data Schedule

27.5      Restated Financial Data Schedule

27.6      Restated Financial Data Schedule

27.7      Restated Financial Data Schedule

27.8      Restated Financial Data Schedule

99.2      Financial Statements for The Kroger Co. Savings Plan for the Year
          Ended December 31, 1997

99.3      Financial Statements for the Dillon Companies, Inc. Employees' Stock
          Ownership and Savings Plan for the Year Ended December 31, 1997