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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
January 29, 2000

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
830,804,611 shares outstanding on
April 26, 2000

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 10-K or any amendment to this
Form 10-K[ ].

The aggregate market value of the Common Stock of The Kroger Co. held by
non-affiliates as of March 6, 2000: $12,256,639,106.

Documents Incorporated by Reference:
Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act
on or before May 28, 2000, incorporated by reference into Parts II and III
of Form 10-K.

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Item 12. Security Ownership of Certain Beneficial Owners and Management.

BENEFICIAL OWNERSHIP OF COMMON STOCK

As of March 6, 2000, the directors of the Company, the named executive
officers and the directors and executive officers as a group, beneficially owned
shares of the Company's common stock as follows:

AMOUNT AND
NATURE OF BENEFICIAL
NAME OWNERSHIP
- ------------------------------------------------------------------------------------------------

Reuben V. Anderson.......................................... 30,400(1)
Robert D. Beyer............................................. 2,812
Warren F. Bryant............................................ 450,839(2)(3)(4)
Ronald W. Burkle............................................ 19,843,811(5)
John L. Clendenin........................................... 30,400(6)
David B. Dillon............................................. 1,289,399(2)(3)(7)
Michael S. Heschel.......................................... 188,048(2)(3)
Carlton J. Jenkins.......................................... 1,404
Bruce Karatz................................................ 6,706
John T. LaMacchia........................................... 30,400(1)
Edward M. Liddy............................................. 20,000(8)
W. Rodney McMullen.......................................... 551,053(2)(3)
Clyde R. Moore.............................................. 4,400(6)
T. Ballard Morton, Jr. ..................................... 66,400(1)
Thomas H. O'Leary........................................... 30,400(1)
Katherine D. Ortega......................................... 32,756(1)
Joseph A. Pichler........................................... 2,397,051(2)(3)(9)
Steven R. Rogel............................................. 15,028
Martha Romayne Seger........................................ 31,200(1)
Bobby S. Shackouls.......................................... 2,000
James D. Woods.............................................. 30,400(1)
Directors and Executive Officers as a group (including those
named above).............................................. 27,034,450(2)(3)(10)(11)

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(1) This amount includes 26,400 shares that represent options exercisable on or
before May 5, 2000.

(2) This amount includes shares that represent options exercisable on or before
May 5, 2000, in the following amounts: Mr. Bryant, 328,000; Mr. Dillon,
513,000; Mr. Heschel, 79,334; Mr. McMullen, 381,000; Mr. Pichler, 901,000;
and all directors and executive officers as a group, 3,757,490.

(3) The fractional interest resulting from allocations under Kroger's 401(k)
plan and Dillon's ESOP and 401(k) plan has been rounded to the nearest
whole number.

(4) This amount includes 9,712 shares owned by Mr. Bryant's wife. Mr. Bryant
disclaims beneficial ownership of these shares.

(5) Mr. Burkle disclaims beneficial ownership of his shares, except to the
extent of his pecuniary interest in them. Mr. Burkle's total includes a
currently exercisable warrant held by affiliates to purchase 7,738,732
shares, and 50,000 shares held by a charitable trust of which Mr. Burkle is
trustee.

(6) This amount includes 2,400 shares that represent options exercisable on or
before May 5, 2000.

(7) This amount includes 176,318 shares owned by Mr. Dillon's wife, 54,024
shares in his children's trust and 137,760 shares owned by his children.
Mr. Dillon disclaims beneficial ownership of these shares.

(8) This amount includes 10,400 shares that represent options exercisable on or
before May 5, 2000.

(9) This amount includes 32,070 shares owned by Mr. Pichler's wife. Mr. Pichler
disclaims beneficial ownership of these shares.

(10) The figure shown includes an aggregate of 29,526 additional shares held by,
or for the benefit of, the immediate families or other relatives of all
directors and executive officers as a group not listed above. In each case
the director or executive officer disclaims beneficial ownership of those
shares.
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(11) Mr. Burkle and his affiliates own 2.3% of the common stock of the Company.
No other director or executive officer owned as much as 1% of the common
stock of the Company. The directors and executive officers as a group
beneficially owned 3.1% of the common stock of the Company.

As of March 6, 2000, the following persons reported beneficial ownership
of the Company's common stock based on reports on Schedule 13G filed with the
Securities and Exchange Commission or other reliable information as follows:

AMOUNT
AND
NATURE OF PERCENTAGE
NAME ADDRESS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- --------------------------------------------------------------------------------------------------------------------

AXA Assurances 21, rue de Chateaudun 89,715,479 10.2%
I.A.R.D. Mutuelle 75009 Paris, France
The Kroger Co. Savings Plan 1014 Vine Street 57,274,157(1) 6.5%
Cincinnati, OH 45202
Oppenheimer Capital 1345 Avenue of the Americas 50,255,891 5.7%
New York, NY 10105-4800

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(1) Shares beneficially owned by plan trustees for the benefit of participants
in employee benefit plans.
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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: May 17, 2000 By (*Joseph A. Pichler)
Joseph A. Pichler, Chairman
of the Board of Directors and
Chief Executive Officer

Dated: May 17, 2000 By (*J. Michael Schlotman)
J. Michael Schlotman
Group Vice President and
Chief Financial Officer

Dated: May 17, 2000 By (*M. Elizabeth Van Oflen)
M. Elizabeth Van Oflen
Vice President & Corporate Controller
and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities indicated on the 17th day of May, 2000.

(*Reuben V. Anderson) Director
Reuben V. Anderson

(*Robert D. Beyer) Director
Robert D. Beyer

(*Ronald W. Burkle) Director
Ronald W. Burkle

(*John L. Clendenin) Director
John L. Clendenin

(*David B. Dillon) President, Chief Operating
David B. Dillon Officer, and Director

(*Carlton J. Jenkins) Director
Carlton J. Jenkins

(*Bruce Karatz) Director
Bruce Karatz

(*John T. LaMacchia) Director
John T. LaMacchia

________________________ Director
Edward M. Liddy

(*Clyde R. Moore) Director
Clyde R. Moore

(*T. Ballard Morton, Jr.) Director
T. Ballard Morton, Jr.

(*Thomas H. O'Leary) Director
Thomas H. O'Leary

(*Katherine D. Ortega) Director
Katherine D. Ortega

(*Joseph A. Pichler) Chairman of the Board of
Joseph A. Pichler Directors, Chief Executive
Officer, and Director

(*Steven R. Rogel) Director
Steven R. Rogel

________________________ Director
Martha Romayne Seger

(*Bobby S. Shackouls) Director
Bobby S. Shackouls

(*James D. Woods) Director
James D. Woods

*By: (Bruce M. Gack)
Bruce M. Gack
Attorney-in-fact