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                                  Exhibit 24.1

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That each of the undersigned directors of
THE KROGER CO. (the "Company") hereby makes, constitutes and appoints Paul W.
Heldman and Bruce M. Gack, or either of them, his or her true and lawful
attorneys-in-fact to sign and execute for and on his or her behalf the Company's
annual report on Form 10-K, and any and all amendments thereto, to be filed with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended, in such form as they, or either of them, may approve and to
do any and all other acts which said attorneys-in-fact, or either of them, may
deem necessary or desirable to enable The Kroger Co. to comply with said Act or
the rules and regulations thereunder.

IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands as
of the 26th day of February, 1999.


(Reuben V. Anderson)                            (T. Ballard Morton, Jr.)
Reuben V. Anderson                              T. Ballard Morton, Jr.

(John L. Clendenin)
John L. Clendenin                               ---------------------
                                                 Thomas H. O'Leary

(David B. Dillon)                               (Katherine D. Ortega)
David B. Dillon                                 Katherine D. Ortega

(John T. LaMacchia)                             (Joseph A. Pichler)
John T. LaMacchia                               Joseph A. Pichler

(Edward M. Liddy)                               (Martha Romayne Seger)
Edward M. Liddy                                 Martha Romayne Seger

(Clyde R. Moore)                                (James D. Woods)
Clyde R. Moore                                  James D. Woods



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                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

        The undersigned officer of THE KROGER CO. (the "Company") does hereby
severally make, constitute and appoint Paul W. Heldman and Bruce M. Gack, or
either of them, his true and lawful attorneys-in-fact to sign and execute for
and on his behalf the Company's annual report on Form 10-K, and any and all
amendments thereto, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, in such form as
they, or either of them, may approve and to do any and all other acts which said
attorneys-in-fact, or either of them, may deem necessary or desirable to enable
The Kroger Co. to comply with said Act or the rules and regulations thereunder.

IN WITNESS WHEREOF, I have hereunto set my hand.




(J. Michael Schlotman)                                   February 26, 1999
J. Michael Schlotman
Vice President & Corporate Controller
   and Principal Accounting Officer















   3






                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

        The undersigned officer of THE KROGER CO. (the "Company") does hereby
severally make, constitute and appoint Paul W. Heldman and Bruce M. Gack, or
either of them, his true and lawful attorneys-in-fact to sign and execute for
and on his behalf the Company's annual report on Form 10-K, and any and all
amendments thereto, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, in such form as
they, or either of them, may approve and to do any and all other acts which said
attorneys-in-fact, or either of them, may deem necessary or desirable to enable
The Kroger Co. to comply with said Act or the rules and regulations thereunder.

IN WITNESS WHEREOF, I have hereunto set my hand.




(Joseph A. Pichler)                                February 26, 1999
Joseph A. Pichler
Chief Executive Officer
  and Director











   4



                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

        The undersigned officer of THE KROGER CO. (the "Company") does hereby
severally make, constitute and appoint Paul W. Heldman and Bruce M. Gack, or
either of them, his true and lawful attorneys-in-fact to sign and execute for
and on his behalf the Company's annual report on Form 10-K, and any and all
amendments thereto, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, in such form as
they, or either of them, may approve and to do any and all other acts which said
attorneys-in-fact, or either of them, may deem necessary or desirable to enable
The Kroger Co. to comply with said Act or the rules and regulations thereunder.

IN WITNESS WHEREOF, I have hereunto set my hand.




(W. Rodney McMullen)                                 February 26, 1999
W. Rodney McMullen
Senior Vice President
  and Chief Financial Officer














   5


                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS:

        The undersigned officer of THE KROGER CO. (the "Company") does hereby
severally make, constitute and appoint Paul W. Heldman and Bruce M. Gack, or
either of them, his true and lawful attorneys-in-fact to sign and execute for
and on his behalf the Company's annual report on Form 10-K, and any and all
amendments thereto, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, in such form as
they, or either of them, may approve and to do any and all other acts which said
attorneys-in-fact, or either of them, may deem necessary or desirable to enable
The Kroger Co. to comply with said Act or the rules and regulations thereunder.

IN WITNESS WHEREOF, I have hereunto set my hand.




(David B. Dillon)                                  February  26, 1999
David B. Dillon
President and Chief Operating Officer
  and Director