1
Exhibit 1.1.1

Pricing Agreement
-----------------

GOLDMAN, SACHS & CO.
BNY CAPITAL MARKETS, INC.
FIRST UNION CAPITAL MARKETS CORP.
SALOMON SMITH BARNEY INC.
UTENDAHL CAPITAL PARTNERS L.P.
WACHOVIA SECURITIES, INC.
THE WILLIAMS CAPITAL GROUP, L.P.
As Representatives of the several
Underwriters named in Schedule II hereto,

September 15, 1999

Dear Sirs:

The Kroger Co., an Ohio corporation (the "Company"), and the
Guarantors on Schedule I and on the signature pages hereto propose, subject to
the terms and conditions stated herein and in the Underwriting Agreement, dated
September 15, 1999 (the "Underwriting Agreement"), to issue and sell to the
Underwriters named in Schedule II hereto (the "Underwriters") the Securities
(the "Designated Securities") and related Guarantees specified in Schedule III
hereto. Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set forth in full
herein; and each of the representations and warranties set forth therein shall
be deemed to have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty which refers to the Prospectus in
Section 2 of the Underwriting Agreement shall be deemed to be a representation
or warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined), and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities and related Guarantees. Each
reference to the Representative herein and in the provisions of the Underwriting
Agreement so incorporated by reference shall be deemed to refer to you. Unless
otherwise defined herein, terms defined in the Underwriting Agreement are used
herein as therein defined. The Representatives designated to act on behalf of
each of the Underwriters of the Designated Securities and related Guarantees
pursuant to Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end of
Schedule III hereto.

An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities and
related Guarantees, in the form heretofore delivered to you is now proposed to
be filed with the Commission.

Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Company agrees
to

issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters, and under other terms and
conditions set forth in Schedule III hereto, the principal amount of Designated
Securities set forth opposite the name of such Underwriter in Schedule II
hereto.

If the foregoing is in accordance with your understanding,
please sign and return to us counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between each of the
Underwriters, the Company and each of the Guarantors. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company for examination upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.

Very Truly Yours,

Attest: THE KROGER CO.
Each of the Guarantors Listed on Schedule I
hereto, as Guarantor of the Designated Securities

By:
- ----------------------------- -------------------------------------
Assistant Secretary/Secretary Name: Lawrence M. Turner
Title: Vice President and Treasurer
Attest: VINE COURT ASSURANCE INCORPORATED,
as Guarantor of the Designated Securities

By:
- ----------------------------- -------------------------------------
Assistant Treasurer Name: Bruce M. Gack
Title: Vice President

RICHIE'S INC., as Guarantor of the Designated
Securities

By: ________________________________
Name: Keith C. Larson
Title: Vice President and Secretary

ROCKET NEWCO, INC.
as Guarantor of the Designated Securities

HENPIL, INC.,
as Guarantor of the Designated Securities
WYDIV, INC.,
as Guarantor of the Designated Securities

By: ________________________________
Name: Steven McMillan
Title: Vice President and Secretary

GOLDMAN, SACHS & CO.
BNY CAPITAL MARKETS, INC.
FIRST UNION CAPITAL MARKETS CORP.
SALOMON SMITH BARNEY INC.
UTENDAHL CAPITAL PARTNERS L.P.
WACHOVIA SECURITIES, INC.
THE WILLIAMS CAPITAL GROUP, L.P.

By: ________________________________
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters

SCHEDULE I

Guarantors
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Name of Guarantor State of Incorporation/Organization
- ----------------- -----------------------------------
Alpha Beta Company California
Bay Area Warehouse Stores, Inc. California
Bell Markets, Inc. California
Cala Co. Delaware
Cala Foods, Inc. California
CB&S Advertising Agency, Inc. Oregon
City Market, Inc. Colorado
Compare, Inc. Delaware
Crawford Stores, Inc. California
Dillon Companies, Inc. Kansas
Dillon Real Estate Co., Inc. Kansas
Distribution Trucking Company Oregon
Drugs Distributors, Inc. Indiana
FM Holding Corporation Delaware
FM Retail Services, Inc. Washington
FM, Inc. Utah
Food 4 Less GM, Inc. California
Food 4 Less Holdings, Inc. Delaware
Food 4 Less Merchandising, Inc. California
Food 4 Less of California, Inc. California
Food 4 Less of Southern California, Inc. Delaware
Fred Meyer Jewelers, Inc. Delaware
Fred Meyer of Alaska, Inc. Alaska
Fred Meyer of California, Inc. California
Fred Meyer Stores, Inc. Delaware
Fred Meyer, Inc. Delaware
Grand Central, Inc. Utah
Hughes Markets, Inc. California
Hughes Realty, Inc. California
Inter-American Foods, Inc. Ohio
J.V. Distributing, Inc. Michigan
Jackson Ice Cream Co., Inc. Kansas
JH Properties, Inc. Washington

Name of Guarantor State of Incorporation/Organization
- ----------------- -----------------------------------
Junior Food Stores of West Florida, Inc. Florida
KRGP Inc. Ohio
KRLP Inc. Ohio
Kroger Dedicated Logistics Co. Ohio
Kroger Limited Partnership I Ohio (limited partnership)
Kroger Limited Partnership II Ohio (limited partnership)
KU Acquisition Corporation Washington
Kwik Shop, Inc. Kansas
Merksamer Jewelers, Inc. California
Mini Mart, Inc. Wyoming
Peyton's-Southeastern, Inc. Tennessee
QFC Sub, Inc. Washington
Quality Food Centers, Inc. Washington
Quality Food Holdings, Inc. Delaware
Quality Food, Inc. Delaware
Quik Stop Markets, Inc. California
Ralphs Grocery Company Delaware
Roundup Co. Washington
Saint Lawrence Holding Company Delaware
Second Story, Inc. Washington
Smith's Beverage of Wyoming, Inc. Wyoming
Smith's Food & Drug Centers, Inc. Delaware
Smitty's Equipment Leasing, Inc. Delaware
Smitty's Super Valu, Inc. Delaware
Smitty's Supermarkets, Inc. Delaware
The Kroger Co. Of Michigan Michigan
THGP Co., Inc. Pennsylvania
THLP Co., Inc. Pennsylvania
Topvalco, Inc. Ohio
Treasure Valley Land Company, L.C. Idaho
Turkey Hill, L.P. Pennsylvania (limited partnership)
Wells Aircraft, Inc. Kansas
Western Property Investment Group, Inc. California

SCHEDULE II

UNDERWRITER PRINCIPAL AMOUNT OF 7.625% PRINCIPAL AMOUNT OF 8%
SENIOR NOTES DUE 2006 TO BE SENIOR NOTES DUE 2029 TO
PURCHASED BE PURCHASED

Goldman, Sachs & Co. $ 87,500,000 $ 87,500,000
Salomon Smith Barney Inc. 87,500,000 87,500,000
BNY Capital Markets, Inc. 15,000,000 15,000,000
First Union Capital Markets Corp. 15,000,000 15,000,000
Utendahl Capital Partners L.P. 15,000,000 15,000,000
Wachovia Securities, Inc. 15,000,000 15,000,000
The Williams Capital Group, LP. 15,000,000 15,000,000
----------- ----------

Total $250,000,000 $250,000,000

SCHEDULE III

TITLE OF DESIGNATED SECURITIES:

7.625% Senior Notes due 2006

8% Senior Notes due 2029

AGGREGATE PRINCIPAL AMOUNT:

$250,000,000 --7.625% Senior Notes due 2006

$250,000,000 --8% Senior Notes due 2029
------------
$500,000,000

PRICE TO PUBLIC:

99.944% of the principal amount of the 7.625% Senior Notes due 2006, plus
accrued interest from September 22, 1999.

98.949% of the principal amount of the 8% Senior Notes due 2029, plus
accrued interest from September 22, 1999.

PURCHASE PRICE BY UNDERWRITERS:

99.319% of the principal amount of the 7.625% Senior Notes due 2006, plus
accrued interest from September 22, 1999.

98.074% of the principal amount of the 8% Senior Notes due 2029, plus
accrued interest from September 22, 1999.

SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:

Immediately available funds

INDENTURE:

Indenture dated June 25, 1999, between the Company, the Guarantors and
Firstar Bank, National Association, as Trustee, as supplemented by the
First Supplemental Indenture, dated June 25, 1999, the Second Supplemental
Indenture, dated June 25, 1999, the Third Supplemental Indenture, dated
June 25, 1999, the Fourth Supplemental Indenture, dated September 22,
1999, the Fifth Supplemental Indenture, dated September 22, 1999, and the
Sixth Supplemental Indenture, dated September 22, 1999.

MATURITY:

The 7.625% Senior Notes due 2006 will mature on September 15, 2006

The 8% Senior Notes due 2029 will mature on September 15, 2029

INTEREST RATES:

The 7.625% Senior Notes due 2006 will bear interest from September 22,
1999 at 7.625%.

The 8% Senior Notes due 2029 will bear interest from September 22, 1999 at
8%.

INTEREST PAYMENT DATES:

Interest on the 7.625% Senior Notes due 2006 is payable semiannually on
September 15 and March 15 of each year commencing on March 15, 2000.

Interest on the 8% Senior Notes due 2029 is payable semiannually on
September 15 and March 15 of each year commencing on March 15, 2000.

REDEMPTION PROVISIONS:

As described in the Prospectus Supplement dated September 15, 1999.

SINKING FUND PROVISION:

No sinking fund provisions.

DEFEASANCE PROVISIONS:

As described in the Prospectus Supplement dated September 15, 1999.

GUARANTEES:

Guaranteed by the Guarantors set forth on the signature pages and Schedule
I to the Pricing Agreement.

TIME OF DELIVERY:

September 22, 1999

CLOSING LOCATION:

Offices of Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza,
New York, New York 10004

NAME AND ADDRESS OF REPRESENTATIVES:

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004