
                              EXHIBIT 4.2

                            THE KROGER CO.
                                  TO
                             COMERICA BANK
                                Trustee

                              __________

                     FIRST SUPPLEMENTAL INDENTURE
                       Dated as of July 29, 1996
                                  TO
                               INDENTURE
                       Dated as of July 15, 1996
                              __________

                      8.15% SENIOR NOTES DUE 2006

<PAGE>
                           TABLE OF CONTENTS

                              __________

                                                            Page
                                                            ----
PARTIES..................................................

RECITALS OF THE COMPANY..................................

                              ARTICLE ONE
                            -----------

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.   Definitions...............................

                              ARTICLE TWO
                            -----------
SECURITY FORMS

Section 201.   Form of Securities of this Series.........
Section 202.   Form of Face of Security..................
Section 203.   Form of Reverse of Security...............

                             ARTICLE THREE
                           -------------
THE SERIES OF SECURITIES

Section 301.   Title and Terms...........................

                             ARTICLE FOUR
                           -------------

MODIFICATIONS AND ADDITIONS TO THE INDENTURE

Section 401.   Modifications to the Consolidation, Merger,       
               Conveyance, Transfer or Lease Provisions..
Section 402.   Other Modifications.......................
Section 403.   Additional Covenants; Defeasance and Covenant     
               Defeasance................................

                             ARTICLE FIVE
                           -------------
                             MISCELLANEOUS

Section 501.   Miscellaneous..............................

               Testimonium................................
               Signatures and Seals.......................
               Acknowledgments............................  
<PAGE>
     FIRST SUPPLEMENTAL INDENTURE, dated as of July 29, 1996,
between The Kroger Co., a corporation duly organized and existing
under the laws of the State of Ohio (herein called the "Company"),
having its principal office at 1014 Vine Street, Cincinnati, Ohio
45202, and Comerica Bank, a banking corporation duly organized and
existing under the laws of the State of Michigan, as Trustee
(herein called the "Trustee").

                        RECITALS OF THE COMPANY

     The Company has heretofore executed and delivered to the
Trustee an Indenture dated as of July 15, 1996 (the "Indenture"),
providing for the issuance from time to time of the Company's
unsecured debentures, notes or other evidences of indebtedness
(herein and therein called the "Securities"), to be issued in one
or more series as in the Indenture provided.

     Section 201 of the Indenture permits the form of the
Securities of any series to be established pursuant to an indenture
supplemental to the Indenture.

     Section 301 of the Indenture permits the terms of the
Securities of any series to be established in an indenture
supplemental to the Indenture.

     Section 901(7) of the Indenture provides that, without the
consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental to the Indenture for
the purpose of establishing the form or terms of Securities of any
series as permitted by Sections 201 and 301 of the Indenture.

     The Company, pursuant to the foregoing authority, proposes in
and by this First Supplemental Indenture to establish the terms and
form of the Securities of a new series and to amend and supplement
the Indenture in certain respects with respect to the Securities of
such series.

     All things necessary to make this First Supplemental Indenture
a valid agreement of the Company, and a valid amendment of and
supplement to the Indenture, have been done.
<PAGE>
     NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually agreed, for
the equal and proportionate benefit of all Holders of the
Securities of the series to be created hereby, as follows:

                              ARTICLE ONE
                   Definitions and Other Provisions
                        of General Application

Section 101.  Definitions.
              -----------
     (a)  For all purposes of this First Supplemental Indenture:

          (1)  Capitalized terms used herein without definition
               shall have the meanings specified in the Indenture;

          (2)  All references herein to Articles and Sections,             
               unless otherwise specified, refer to the          
               corresponding Articles and Sections of this First
               Supplemental Indenture and, where so specified, to               
               the Articles and Sections of the Indenture as               
               supplemented by this First Supplemental Indenture;               
               and

          (3)  The terms "hereof", "herein", "hereby", "hereto",
               "hereunder" and "herewith" refer to this First
               Supplemental Indenture.

     (b)  For all purposes of the Indenture and this First       
Supplemental Indenture, with respect to the Securities of        
the series created hereby, except as otherwise expressly         
provided or unless the context otherwise requires: 

               "Attributable Debt" means, in connection with a Sale
          and Lease-Back Transaction, as of any particular time,
          the aggregate of present values (discounted at a rate per
          annum equal to the interest rate borne by the Securities
          of the series created by this First Supplemental
          Indenture) of the obligations of the Company or any
          Restricted Subsidiary for net rental payments during the
          remaining primary term of the applicable lease,
          calculated in accordance with generally accepted
          accounting principles.  The term "net rental payments"
          under any lease for any period shall mean the sum of the
          rental and other payments required to be paid in such
          period by the lessee thereunder, not including, however,
          any amounts required to be paid  by such lessee (whether
          or not designated as rental or additional rental) on
          account of maintenance and repairs, reconstruction,
          insurance, taxes, assessments, water rates, operating and
          labor costs or similar charges required to be paid by
          such lessee thereunder or any amounts required to be paid
          by such lessee thereunder contingent upon the amount of
          sales, maintenance and repairs, reconstruction,
          insurance, taxes, assessments, water rates or similar
          charges.

               "Business Day" means any day other than a Saturday
          or Sunday or a day on which banking institutions in New
          York City or Detroit, Michigan are authorized or
          obligated by law or executive order to close.

               "Capital Lease" means any lease of property which,
          in accordance with generally accepted accounting
          principles, should be capitalized on the lessee's balance
          sheet or for which the amount of the asset and liability
          thereunder as if so capitalized should be disclosed in a
          note to such balance sheet; and "Capitalized Lease
          Obligation" means the amount of the liability which
          should be so capitalized or disclosed.

               "Consolidated Net Tangible Assets" means for the
          Company and its Subsidiaries on a consolidated basis
          determined in accordance with generally accepted
          accounting principles, the aggregate amounts of assets
          (less depreciation and valuation reserves and other
          reserves and items deductible from gross book value of
          specific asset accounts under generally accepted
          accounting principles) which under generally accepted
          accounting principles would be included on a balance
          sheet after deducting therefrom (a) all liability items
          except deferred income taxes, commercial paper, short-
          term bank Indebtedness, Funded Indebtedness, other long-
          term liabilities and shareholders' equity and (b) all
          goodwill, trade names, trademarks, patents, unamortized
          debt discount and expense and other like intangibles,
          which in each case would be so included on such balance
          sheet.

               "Funded Indebtedness" means any Indebtedness      
          maturing by its terms more than one year from the date of
          the determination thereof, including (i) any Indebtedness
          having a maturity of 12 months or less but by its terms
          renewable or extendible at the option of the obligor to a
          date later than 12 months from the date of the         
          determination thereof and (ii) rental obligations payable
          more than 12 months from the date of determination     
          thereof under Capital Leases (such rental obligations to
          be included as Funded Indebtedness at the amount so    
          capitalized at the date of such computation and to be  
          included for the purposes of the definition of         
          Consolidated Net Tangible Assets both as an asset and as
          Funded Indebtedness at the amount so capitalized).

               "Non-Restricted Subsidiary" means any Subsidiary
          that the Company's Board of Directors has in good faith
          declared pursuant to a written resolution not to be of
          material importance, either singly or together with all
          other Non-Restricted Subsidiaries, to the business of the
          Company and its consolidated Subsidiaries taken as a
          whole.

               "Operating Assets" means all merchandise
          inventories, furniture, fixtures and equipment (including
          all transportation and warehousing equipment but
          excluding office equipment and data processing equipment)
          owned or leased pursuant to Capital Leases by the Company
          or a Restricted Subsidiary.

               "Operating Property" means all real property and
          improvements thereon owned or leased pursuant to Capital
          Leases by the Company or a Restricted Subsidiary and
          constituting, without limitation, any store, warehouse,
          service center or distribution center wherever located,
          provided that such term shall not include any store,
          warehouse, service center or distribution center which
          the Company's Board of Directors declares by written
          resolution not to be of material importance to the
          business of the Company and its Restricted Subsidiaries.

               "Restricted Subsidiaries" means all Subsidiaries
          other than Non-Restricted Subsidiaries.

               "Sale and Lease-Back Transaction" has the meaning
          specified in Section 1010.

               "Subsidiary" means (i) any corporation or other
          entity of which securities or other ownership interests
          having ordinary voting power to elect a majority of the
          board of directors or other persons performing similar
          functions are at the time directly or indirectly owned by
          the Company and/or one or more Subsidiaries or (ii) any
          partnership of which more than 50% of the partnership
          interest is owned by the Company or any Subsidiary.

                              ARTICLE TWO

                            Security Forms

Section 201.   Form of Securities of this Series.
               ---------------------------------
     The Securities of this series shall be in the form set forth
in this Article.

Section 202.   Form of Face of Security.
               ------------------------


                            THE KROGER CO.

                      8.15% Senior Notes due 2006
No. __________                                    $ __________

     The Kroger Co., a corporation duly organized and existing
under the laws of the State of Ohio (herein called the "Company",
which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to _________________________, or registered assigns, the
principal sum of ___________________ Dollars on July 15, 2006, and
to pay interest thereon from July 15, 1996 or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on January 15 and July 15 in each year,
commencing January 15, 1997, at the rate of interest of 8.15% per
annum until the principal hereof is paid or made available for
payment.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which
shall be the January 1 or July 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.  Any
such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

     Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the
Company maintained for that purpose in Detroit, Michigan, in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; 

provided, however, that at the option of the Company payment of 
- --------  -------
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register.

     In the case where any Interest Payment Date or the maturity
date of this Security does not fall on a Business Day, payment of
interest or principal otherwise payable on such day need not be
made on such day, but may be made on the next succeeding Business
Day with the same form and effect as if made on such Interest
Payment Date or the maturity date of this Security.

     Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.

     Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.

Dated:
                              THE KROGER CO.


                                    By ________________________________
Attest:

_____________________________


Section 203.    Form of Reverse of Security.
               ---------------------------

           This Security is one of a duly authorized issue of Securities
of the Company (herein called the "Securities") issued and to be
issued under an Indenture dated as of July 15, 1996, as
supplemented by the First Supplemental Indenture dated as of July
29, 1996 (as so supplemented, herein called the "Indenture"), each
between the Company and Comerica Bank, as Trustee (herein called
the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be,
authenticated and delivered.  This Security is one of the series
designated on the face hereof, limited in aggregate principal
amount to $240,000,000.

           The Securities of this series are not subject to redemption
prior to maturity.

           The Indenture contains provisions for defeasance at any time
of (i) the entire indebtedness of this Security or (ii) certain
restrictive covenants and Events of Default with respect to this
Security, in each case upon compliance with certain conditions set
forth therein.

           If an Event of Default shall occur and be continuing, the
principal of all Securities of this series may be declared due and
payable in the manner and with the effect provided in the
Indenture.

           The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of 50% in aggregate principal amount of the Securities at the time
Outstanding of each series to be affected.  The Indenture also
contains provisions permitting the Holders of specified percentages
in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange therefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.

           As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security will have any right to
institute any proceeding with respect to the Indenture or for any
remedy thereunder, unless such Holder shall have previously given
to the Trustee written notice of a continuing Event of Default, the
Holders of not less than 25% in principal amount of the Outstanding
Securities shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee,
and the Trustee shall not have received from the Holders of a
majority in principal amount of the Outstanding Securities a
direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided, however, that 
                                          --------  -------
such limitations do not apply to a suit instituted by the Holder
hereof for the enforcement of payment of the principal of (and
premium, if any) or any interest on this Security on or after the
respective due dates expressed herein.

           No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the
times, place and rate, and in the coin or currency, herein
prescribed.

           As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registerable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of and any premium and
interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of like tenor, of
authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferee.

           The Securities are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth, Securities are exchangeable for a
like aggregate principal amount of Securities of like tenor, of a
different authorized denomination, as requested by the Holder
surrendering the same.

           Except where otherwise specifically provided in the Indenture,
no service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

           Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

           All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.

                             ARTICLE THREE

                       The Series of Securities

Section 301.  Title and Terms.
              ----------------
           There shall be a series of Securities designated as the "8.15%
Senior Notes due 2006" of the Company.  Their Stated Maturity shall
be July 15, 2006, and they shall bear interest at the rate of 8.15%
per annum.

           Interest on the Securities of this series will be payable
semi-annually on January 15 and July 15 of each year, commencing
January 15, 1997, until the principal thereof is made available for
payment.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the
Person in whose name the Securities of this series (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the
January 1 or July 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

           In the case where any Interest Payment Date or the maturity
date of the Securities of this series does not fall on a Business
Day, payment of interest or principal otherwise payable on such
date need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made
on such Interest Payment Date or the maturity date of the
Securities of this series.

           The aggregate principal amount of Securities of this series
which may be authenticated and delivered under this First
Supplemental Indenture is limited to $240,000,000, except for
Securities authenticated and delivered upon registration or
transfer of, or in exchange for, or in lieu of, other Securities of
this series pursuant to Section 304, 305 and 306 of the Indenture
and except for any Securities of this series which, pursuant to
Section 303 of the Indenture, are deemed never to have been
authenticated and delivered under the Indenture.

           The Securities of this series will be represented by one or
more Global Securities representing the entire $240,000,000
aggregate principal amount of the Securities of this series, and
the Depositary with respect to such Global Security or Global
Securities will be The Depository Trust Company.

           The Place of Payment for the principal of (and premium, if
any) and interest on the Securities of this series shall be the
office or agency of the Company in the City of Detroit, State of
Michigan, maintained for such purpose, which shall be the Corporate
Trust Office of the Trustee and at any other office or agency
maintained by the Company for such purpose; provided, however, that 
                                           --------  -------
at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.

           The Securities of this series are not redeemable prior to
maturity and the provisions of Article Eleven of the Indenture are
not applicable to Securities of this series.

           The Securities of this series are not subject to a sinking
fund and the provisions of Section 501(3) and Article Twelve of the
Indenture shall not be applicable to the Securities of this series.

           The Securities of this series are subject to defeasance at the
option of the Company as provided in this First Supplemental
Indenture.

                             ARTICLE FOUR

             Modifications and Additions to the Indenture

Section 401.    Modifications to the Consolidation, Merger,
                     Conveyance, Transfer or Lease Provisions.
                     -------------------------------------------

           With respect to the Securities of this series, Section 801 of
the Indenture shall be deleted in its entirety and the following
shall be substituted therefor:

"Section 801.   Covenant Not to Merge, Consolidate, Sell or Convey
                     Property Except Under Certain Conditions.
                     -----------------------------------------
           The Company covenants that it will not merge with or into or
consolidate with any corporation, partnership, or other entity or
sell, lease or convey all or substantially all of its assets to any
other Person, unless (i) either the Company shall be the continuing
corporation, or the successor entity or the Person which acquires
by sale, lease or conveyance all or substantially all the assets of
the Company (if other than the Company) shall be a corporation or
partnership organized under the laws of the United States of
America or any State thereof or the District of Columbia and shall
expressly assume all obligations of the Company under this
Indenture and the Securities of the series created by the First
Supplemental Indenture, including the due and punctual payment of
the principal of and interest on all the Securities of the series
created by the First Supplemental Indenture according to their
tenor, and the due and punctual performance and observance of all
of the covenants and conditions of the Indenture to be performed or
observed by the Company, by supplemental indenture in form
satisfactory to the Trustee, executed and delivered to the Trustee 
by such entity, and (ii) the Company, such person or such successor
entity, as the case may be, shall not, immediately after such
merger or consolidation, or such sale, lease or conveyance, be in
default in the performance of any such covenant or condition and,
immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have happened and be
continuing.

Section 802.    Successor Substituted
                     ---------------------
           Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any sale, lease or conveyance of
all or substantially all of the assets of the Company in accordance
with Section 801, the successor Person formed by such consolidation
or into which the Company is merged or to which such sale, lease or
conveyance is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of
a lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities."

Section 4.02.   Other Modifications.
                     -------------------
           With respect to the Securities of this series, the Indenture
shall be modified as follows:

           (a)  The eighth paragraph of Section 305 of the Indenture
           shall bemodified by inserting  ", and a successor Depositary
           is not appointed by the Company within 90 days" at the end of
           clause (i) in such paragraph; and

           (b)  Section 401 of the Indenture shall be modified by adding
           to the end of such Section the following paragraph:

                "For the purpose of this Section 401, trust
                funds may consist of (A) money in an amount, or
                (B) U.S. Government Obligations (as defined in
                Section 1304) which through the scheduled
                payment of principal and interest in respect
                thereof in accordance with their terms will
                provide, not later than one day before the due
                date of any payment, money in an amount, or (C)
                a combination thereof, sufficient, in the
                opinion of a nationally recognized firm of
                independent public accountants expressed in a
                written certification thereof delivered to the
                Trustee, to pay and discharge, the principal
                of, premium, if any, and each installment of
                interest on the Securities of this series on
                the Stated Maturity of such principal or
                installment of interest on the day on which
                such payments are due and payable in accordance
                with the terms of this Indenture and of such
                Securities of this series."

Section 403.    Additional Covenants; Defeasance and Covenant 
                     Defeasance.
               ----------------------------------------------
           (a)  With respect to the Securities of this series, the
following provisions shall be added as Sections 1009 and 1010 and
as Article Thirteen (Section references contained in these
additional provisions are to the Indenture as supplemented by this
First Supplemental Indenture):

           "Section 1009.  Limitations on Liens.
                     --------------------
           After the date hereof and so long as any Securities of
           the series created by the First Supplemental Indenture
           are Outstanding, the Company will not issue, assume or
           guarantee, and will not permit any Restricted Subsidiary
           to issue, assume or guarantee, any Indebtedness which is
           secured by a mortgage, pledge, security interest, lien or
           encumbrance of any kind (including any conditional sale
           or other title retention agreement, any lease in the
           nature thereof, and any agreement to give any of the
           foregoing) (each being hereinafter referred to as a
           "lien" or "liens") of or upon any Operating Property or
           Operating Asset, whether now owned or hereafter acquired,
           of the Company or any Restricted Subsidiary without
           effectively providing that the Securities of the series
           created by the First Supplemental Indenture (together
           with, if the Company shall so determine, any other
           Indebtedness of the Company ranking equally with the
           Securities) shall be equally and ratably secured by a
           lien on such assets ranking ratably with and equal to (or
           at the Company's option prior to) such secured
           Indebtedness; provided that the foregoing restriction
           shall not apply to:

           (a)  liens on any property or assets of any corporation
           existing at the time such corporation becomes a
           Restricted Subsidiary provided that such lien does not
           extend to any other property of the Company or any of its
           Restricted Subsidiaries;

           (b)  liens on any property or assets (including stock)
           existing at the time of acquisition of such property or
           assets by the Company or a Restricted Subsidiary, or
           liens to secure the payment of all or any part of the
           purchase price of such property or assets (including
           stock) upon the acquisition of such property or assets by
           the Company or a Restricted Subsidiary or to secure any
           indebtedness incurred, assumed or guaranteed  by the
           Company or a Restricted Subsidiary for the purpose of
           financing all or any part of the purchase price of such
           property or, in the case of real property, construction
           or improvements thereon or attaching to property
           substituted by the Company to obtain the release of a
           lien on other property of the Company on which a lien
           then exists, which indebtedness is incurred, assumed or
           guaranteed prior to, at the time of, or within 18 months
           after such acquisition (or in the case of real property,
           the completion of construction (including any
           improvements on an existing asset) or commencement of
           full operation at such property, whichever is later
           (which in the case of a retail store is the opening of
           the store for business to the public)); provided that in
           the case of any such acquisition, construction or
           improvement, the lien shall not apply to any other
           property or assets theretofore owned by the Company or a
           Restricted Subsidiary;

           (c)  liens on any property or assets to secure
           Indebtedness of a Restricted Subsidiary to the Company or
           to another Restricted Subsidiary;

           (d)  liens on any property or assets of a corporation
           existing at the time such corporation is merged into or
           consolidated with the Company or a Restricted Subsidiary
           or at the time of a purchase, lease or other acquisition
           of the assets of a corporation or firm as an entirety or
           substantially as an entirety by the Company or a
           Restricted Subsidiary provided that such lien does not
           extend to any other property of the Company or any of its
           Restricted Subsidiaries;

           (e)  liens on any property or assets of the Company or a
           Restricted Subsidiary in favor of the United States of
           America or any State thereof, or any department, agency
           or instrumentality or political subdivision of the United
           States of America or any State thereof, or in favor of
           any other country, or any political subdivision thereof,
           to secure partial, progress, advance or other payments
           pursuant to any contract or statute or to secure any
           Indebtedness incurred or guaranteed for the purpose of
           financing all or any part of the purchase price (or, in
           the case of real property, the cost of construction) of
           the property or assets subject to such liens (including,
           but not limited to, liens incurred in connection with
           pollution control, industrial revenue or similar
           financings);

           (f)  liens existing on properties or assets of the
           Company or any Restricted Subsidiary existing on the date
           hereof; provided that such liens secure only those
           obligations which they secure on the date hereof or any
           extension, renewal or replacement thereof;

           (g)  any extension, renewal or replacement (or successive
           extensions, renewals or replacements) in whole or in
           part, of any lien referred to in the foregoing clauses
           (a) through (f), inclusive; provided that such extension,
           renewal or replacement shall be limited to all or a part
           of the property or assets which secured the lien so
           extended, renewed or replaced (plus improvements and
           construction on real property);

           (h)  liens imposed  by law, such as mechanics',
           workmen's, repairmen's, materialmen's, carriers',
           warehouseman's, vendors', or other similar liens arising
           in the ordinary course of business of the Company or a
           Restricted Subsidiary, or governmental (federal, state or
           municipal) liens arising out of contracts for the sale of
           products or services by the Company or any Restricted
           Subsidiary, or deposits or pledges to obtain the release
           of any of the foregoing liens;

           (i)  pledges, liens or deposits under worker's
           compensation laws or similar legislation and liens or
           judgments thereunder which are not currently
           dischargeable, or in connection with bids, tenders,
           contracts (other than for the payment of money) or leases
           to which the Company or any Restricted Subsidiary is a
           party, or to secure the public or statutory obligations
           of the Company or any Restricted Subsidiary, or in
           connection with obtaining or maintaining self-insurance
           or to obtain the benefits of any law, regulation or
           arrangement pertaining to unemployment insurance, old age
           pensions, social security or similar matters, or to
           secure surety, appeal or customs bonds to which the
           Company or any Restricted Subsidiary is a party, or in
           litigation or other proceedings such as, but not limited
           to, interpleader proceedings, and other similar pledges,
           liens or deposits made or incurred in the ordinary course
           of business;

           (j)  liens created by or resulting from any litigation or
           other proceeding which is being contested in good faith
           by appropriate proceedings, including liens arising out
           of judgments or awards against the Company or any
           Restricted Subsidiary with respect to which the Company
           or such Restricted Subsidiary is in good faith
           prosecuting an appeal or proceedings for review or for
           which the time to make an appeal has not yet expired; or
           final unappealable judgment liens which are satisfied
           within 30 days of the date of judgment; or liens incurred
           by the Company or any Restricted Subsidiary for the
           purpose of obtaining a stay or discharge in the course of
           any litigation or other proceeding to which the Company
           or such Restricted Subsidiary is a party;

           (k)  liens for taxes or assessments or governmental
           charges or levies not yet due or delinquent, or which can
           thereafter be paid without penalty, or which are being
           contested in good faith by appropriate proceedings;
           landlord's liens on property held under lease; and any
           other liens or charges incidental to the conduct of the
           business of the Company or any Restricted Subsidiary or
           the ownership of the property or assets of any of them
           which were not incurred in connection with the borrowing
           of money or the obtaining of advances or credit and which
           do not, in the opinion of the Company, materially impair
           the use of such property or assets in the operation of
           the business of the Company or such Restricted Subsidiary
           or the value of such property or assets for the purposes
           of such business; or

           (l)  liens not permitted by clauses (a) through (k) above
           if at the time of, and after giving effect to, the
           creation or assumption of any such lien, the aggregate
           amount of all Indebtedness of the Company and its
           Restricted Subsidiaries secured by all such liens not so
           permitted by clauses (a) through (k) above together with
           the Attributable Debt in respect of Sale and Lease-Back
           Transactions permitted  by paragraph (a) of Section 1010
           does not exceed 10% of Consolidated Net Tangible Assets.

           Section 1010.  Limitations on Sale and Lease-Back 
                          ----------------------------------
                          Transactions.
                          -------------
           After the date hereof and so long as any Securities of
           the series created by the First Supplemental Indenture
           are Outstanding, the Company agrees that it will not, and
           will not permit any Restricted Subsidiary to, enter into
           any arrangement with any Person providing for the leasing 
           by the Company or a Restricted Subsidiary of any
           Operating Property or Operating Asset (other than any
           such arrangement involving a lease for a term, including
           renewal rights, for not more than 3 years and leases
           between the Company and a Restricted Subsidiary or
           between Restricted Subsidiaries), whereby such Operating
           Property or Operating Asset has  been or is to be sold or
           transferred by the Company or any Restricted Subsidiary
           to such Person (herein referred to as a "Sale and Lease-
           Back Transaction"), unless:

           (a)  the Company or such Restricted Subsidiary would, at
           the time of entering into a Sale and Lease-Back
           transaction, be entitled to incur Indebtedness secured 
           by a lien on the Operating Property or Operating Asset to
           be leased in an amount at least equal to the Attributable
           Debt in respect of such Sale and Lease-Back Transaction
           without equally and ratably securing the Securities of
           the series created by the First Supplemental Indenture
           pursuant to Section 1009; or

           (b)  the proceeds of the sale of the Operating Property
           or Operating Asset to be leased are at least equal to the
           fair market value of such Operating Property or Operating
           Asset (as determined by the chief financial officer or
           chief accounting officer of the Company) and an amount in
           cash equal to the net proceeds from the sale of the
           Operating Property or Operating Asset so leased is
           applied, within 180 days of the effective date of any
           such Sale and Lease-Back Transaction, to the purchase or
           acquisition (or, in the case of Operating Property, the
           construction) of Operating Property or Operating Assets
           or to the retirement, repurchase, redemption or repayment
           (other than at maturity or pursuant to a mandatory
           sinking fund or redemption provision and other than
           Indebtedness owned by the Company or any Restricted
           Subsidiary) of Securities of the series created by the
           First Supplemental Indenture or of Funded Indebtedness of
           the Company ranking on a parity with or senior to the
           Securities of the series created by the First
           Supplemental Indenture, or in the case of a Sale and
           Lease-Back Transaction by a Restricted Subsidiary, of
           Funded Indebtedness of such Restricted Subsidiary;
           provided that in connection with any such retirement, any
           related loan commitment or the like shall be reduced in
           an amount equal to the principal amount so retired.

           The foregoing restriction shall not apply to, in the case of
any Operating Property or Operating Asset acquired or constructed
subsequent to the date eighteen months prior to the date of this
Indenture, any Sale and Lease-Back Transaction with respect to such
Operating Asset or Operating Property (including presently owned
real property upon which such Operating Property is to be
constructed) if a binding commitment is entered into with respect
to such Sale and Lease-Back Transaction within 18 months after the
later of the acquisition of the Operating Property or Operating
Asset or the completion of improvements or construction thereon or
commencement of full operations at such Operating Property (which
in the case of a retail store is the opening of the store for
business to the public).

                           ARTICLE THIRTEEN

                  Defeasance and Covenant Defeasance

SECTION 1301.   Company's Option to Effect Defeasance or Covenant
                     -------------------------------------------------
                     Defeasance.
               -----------
           The Company may at its option by Board Resolution, at any
time, elect to have either Section 1302 or Section 1303 applied to
the Outstanding Securities of this series upon compliance with the
conditions set forth below in this Article Thirteen.

SECTION 1302.   Defeasance and Discharge.
               -------------------------
           Upon the Company's exercise of the option provided in Section
1301 applicable to this Section, the Company shall be deemed to
have been discharged from its obligations with respect to the
Outstanding Securities of the series created by the First
Supplemental Indenture on the date the conditions set forth below
are satisfied (hereinafter, "Defeasance").  For this purpose, such
Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding
Securities of this series and to have satisfied all its other
obligations under such Securities of this series and this Indenture
insofar as such Securities of this series are concerned (and the
Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which
shall survive until otherwise terminated or discharged hereunder:
(A) the rights of Holders of Outstanding Securities of this series
to receive, solely from the trust fund described in Section 1304
and as more fully set forth in such Section, payments in respect of
the principal of (and premium, if any) and interest on such
securities when such payments are due, (B) the Company's
obligations with respect to such Securities of this series under
Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this
Article Thirteen.  Subject to compliance with this Article
Thirteen, the Company may exercise its option under this Section
1302 notwithstanding the prior exercise of its option under Section
1303.

SECTION 1303.   Covenant Defeasance.
               -------------------- 
           Upon the Company's exercise of the option provided in Section
1301  applicable to this Section, the Company shall be released
from its obligations under Section 501(4) (in respect of the
covenants in Sections 1008 through 1010), Section 801 and Sections
1008 through 1010, the Securities of this series and the Holders of
Securities of this series, on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant Defeasance"). 
For this purpose, such covenant Defeasance means that the Company
may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section,
whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or by reason of any reference
in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities
of this series shall be unaffected thereby.

SECTION 1304.   Conditions to Defeasance or Covenant Defeasance.
               ------------------------------------------------
           The following shall be the conditions to application of either
Section 1302 or Section 1303 to the Outstanding Securities of this
series:

           (1)  The Company shall irrevocably have deposited or
           caused to be deposited with the Trustee (or another
           trustee satisfying the requirements of Section 609 who
           shall agree to comply with the provisions of this Article
           Thirteen applicable to it) as trust funds in trust for
           the purpose of making the following payments,
           specifically pledged as security for, and dedicated
           solely to, the benefit of the Holders of such Securities
           of this series, (A) money in an amount, or (B) U.S.
           Government Obligations which through the scheduled
           payment of principal and interest in respect thereof in
           accordance with their terms will provide, not later than
           one day before the due date of any payment, money in an
           amount, or (C) a combination thereof, sufficient, in the
           opinion of a nationally recognized firm of independent
           public accountants expressed in a written certification
           thereof delivered to the Trustee, to pay and discharge,
           and which shall be applied by the Trustee (or other
           qualifying trustee) to pay and discharge, the principal
           of, premium, if any, and each installment of interest on
           the Securities of this series on the Stated Maturity of
           such principal or installment of interest on the day on
           which such payments are due and payable in accordance
           with the terms of this Indenture and of such Securities
           of this series.  For this purpose, "U.S. Government
           Obligations" means securities that are (x) direct
           obligations of the United States of America for the
           payment of which its full faith and credit is pledged or
           (y) obligations of a Person controlled or supervised by
           and acting as an agency or instrumentality of the United
           States of America the payment of which is unconditionally
           guaranteed as a full faith and credit obligation by the
           United States of America, which, in either case, are not
           callable or redeemable at the option of the Company
           thereof, and shall also include a depository receipt
           issued by a bank (as defined in Section 3(a)(2) of the
           Securities Act of 1933, as amended) as custodian with
           respect to any such U.S. Government Obligation or a
           specific payment of principal of or interest on any such
           U.S. Government Obligation held by such custodian for the
           account of the holder of such depository receipt,
           provided that (except as required by law) such custodian 
     --------
           is not authorized to make any deduction from the amount
           payable to the holder of such depositary receipt from any
           amount received by the custodian in respect of the U.S.
           Government Obligation or the specific payment of
           principal of or interest on the U.S. Government
           Obligation evidenced by such depositary receipt.

           (2)  No Event of Default or event which with notice or
           lapse of time or both would become an Event of Default
           shall have occurred and be continuing on the date of such
           deposit or, insofar as subsections 501(6) and (7) are
           concerned, at any time during the period ending on the
           121st day after the date of such deposit (it being
           understood that this condition shall not be deemed
           satisfied until the expiration of such period).

           (3)  Such Defeasance or covenant Defeasance shall not
           cause the Trustee to have a conflicting interest as
           defined in Section 608 and for purposes of the Trust
           Indenture Act with respect to any securities of the
           Company.

           (4)  Such Defeasance or covenant Defeasance shall not
           result in a breach or violation of, or constitute a
           default under, this Indenture or any other agreement or
           instrument to which the Company is a party or by which it
           is bound.

           (5)  The Company shall have delivered to the Trustee an
           Officers' Certificate and an Opinion of Counsel, each
           stating that all conditions precedent provided for
           relating to either the Defeasance under Section 1302 or
           the covenant Defeasance under Section 1303 (as the case
           may be) have been complied with.

           (6)  In the case of an election under Section 1302, the
           Company shall have delivered to the Trustee an Opinion of
           Counsel stating that (x) the Company has received from,
           or there has been published by, the Internal Revenue
           Service a ruling, or (y) since the date of this First
           Supplemental Indenture there has been a change in the
           applicable Federal income tax law, in either case to the
           effect that and based thereon such opinion shall confirm
           that, the Holders of the Outstanding Securities of this
           series will not recognize income, gain or loss for
           Federal income tax purposes as a result of such
           Defeasance or covenant Defeasance and will be subject to
           Federal income tax on the same amounts, in the same
           manner and at the same times as would have been the case
           if such Defeasance or covenant Defeasance had not
           occurred."

SECTION 1305.   Deposited Money and U.S. Government Obligations to 
               --------------------------------------------------
                     Be Held in Trust; Other Miscellaneous 
               -------------------------------------
                     Provisions.
                     ----------
           Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying
trustee--collectively, for purposes of this Section 1305, the
"Trustee") pursuant to Section 1304 in respect of the Securities of
this series shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities of this series
and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities of
this series, of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, but such money
need not be segregated from other funds except to the extent
required by law.  

           The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of
the Holders of the Outstanding Securities of this series.

           Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 1304 which, in the
opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered
to the Trustee, are in excess of the amount thereof which would
then be required to be deposited to effect an equivalent Defeasance
or covenant Defeasance.

SECTION 1306.   Reinstatement.
               --------------
           If the Trustee or the Paying Agent is unable to apply any
money in accordance with Section 1302 or 1303 by reason of any
order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of
this series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Thirteen until such time as
the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1302 or 1303; provided, however, that if 
                                      --------  -------
the Company makes any payment of principal of (and premium, if any)
or interest on any Security of this series following the
reinstatement of its obligations, the Company shall be subjugated
to the rights of the Holders of such Securities of this series to
receive such payment from the money held by the Trustee or the
Paying Agent.

                             ARTICLE FIVE

                             MISCELLANEOUS

Section 501.    Miscellaneous.
               --------------

           (a)  The Trustee accepts the trusts created by the Indenture,
as supplemented by this First Supplemental Indenture, and agrees to
perform the same upon the terms and conditions of the Indenture, as
supplemented by this First Supplemental Indenture.
           (b)  The recitals contained herein shall be taken as
statements of the Company, and the Trustee assumes no
responsibility for their correctness.  The Trustee makes no
representations as to the validity or sufficiency of this First
Supplemental Indenture.

           (c)  All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the Indenture.

           (d)  Each of the Company and the Trustee makes and reaffirms
as of the date of execution of this First Supplemental Indenture
all of its respective representations, covenants and agreements set
forth in the Indenture.

           (e)  All covenants and agreements in this First Supplemental
Indenture by the Company or the Trustee shall bind its respective
successors and assigns, whether so expressed or not.

           (f)  In case any provisions in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

           (g)  Nothing in this First Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto
and their successors under the Indenture and the Holders of the
series of Securities created hereby, any benefit or any legal or
equitable right, remedy or claim under the Indenture.

           (h)  If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act of 1939, as may be
amended from time to time, that is required under such Act to be a
part of and govern this First Supplemental Indenture, the latter
provision shall control.  If any provision hereof modifies or
excludes any provision of such Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this
First Supplemental Indenture as so modified or excluded, as the
case may be.

           (i)  This First Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of New York.

           (j)  All amendments to the Indenture made hereby shall have
effect only with respect to the series of Securities created
hereby.

           (k)  All provisions of this First Supplemental Indenture shall
be deemed to be incorporated in, and made a part of, the Indenture;
and the Indenture, as supplemented by this First Supplemental
Indenture, shall be read, taken and construed as one and the same
instrument.

           This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the
same instrument.

           IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year
first above written.

                                         THE KROGER CO.

                                         By _______________________

                                         Name:
                                         Title:

Attest:

______________________________
Assistant Secretary
                                         COMERICA BANK,
                                         as Trustee

                                         By______________________
                                         Name:
                                         Title:

Attest:

______________________________
Assistant Secretary


STATE OF _________   )
                          )  ss.:
COUNTY OF _________  )

           On the ____th day of ______,  1996, before me personally came
___________________, to me known, who, being by me duly sworn, did
depose and say that he is _____________ of The Kroger Co., one of
the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was
so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.



STATE OF _____________    )
                               )  ss.:
COUNTY OF ____________    )

           On the ______th day of _____, 1996, before me personally came
_________________, to me known, who, being by me duly sworn, did
depose and say that he is a _____________ of Comerica Bank, one of
the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was
so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

