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                                                                    EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
 
We consent to the incorporation by reference in this Joint Proxy
Statement/Prospectus our report dated January 22, 1998, on our audits of the
consolidated balance sheet of The Kroger Co. as of December 27, 1997 and
December 28, 1996, and the related consolidated statements of operations and
accumulated deficit, and cash flows for the years ended December 27, 1997,
December 28, 1996 and December 30, 1995. We also consent to the references to
our firm under the captions "The Merger -- Accounting treatment," "Experts," "
Selected Financial Data and Unaudited Comparative Per Share Data," and "Kroger
Selected Historical Consolidated Financial Information."
 
/s/ PricewaterhouseCoopers LLP
 
Cincinnati, Ohio
   
March 2, 1999