





               SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549





                            FORM 8-K

                         CURRENT REPORT




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





                Date of Report:  January 31, 1995


                   
                         THE KROGER CO.
     (Exact name of registrant as specified in its charter)


An Ohio Corporation          No. 1-303            31-0345740
(State or other jurisdiction (Commission File    (IRS Employer
of incorporation)             Number)                Number)

1014 Vine Street
Cincinnati, OH  45201
(Address of principal
executive offices)

Registrant's telephone number:  (513) 762-4000


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Item 5.   Other Events
- -------   ------------
          On January 31, 1995, the Company released its
          earnings for the fourth quarter and fiscal year 1994
          in the form attached hereto as Exhibit 99.1.

          
Item 7.   Financial Statements and Exhibits
- -------   ---------------------------------
          (c)  Exhibits 

               99.1 Other Exhibits--Earnings Release for
                    Fourth Quarter and Fiscal Year 1994
<PAGE>




































                            SIGNATURE
                           ---------



Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereto duly authorized.  


                                   THE KROGER CO.


                                   --------------------
January 31, 1995                   By (Paul W. Heldman)
                                       Paul W. Heldman      
                                       Vice President,
                                       Secretary and 
                                       General Counsel














<PAGE>
















                          EXHIBIT INDEX
                         -------------

Exhibit                                      
- -------
99.1      Other Exhibits--Earnings Release for Fourth Quarter
          and Fiscal Year 1994                

