

 
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM 10-Q

 X   Quarterly report pursuant to Section 13 or 15(d) of the
- ---  Securities Exchange Act of 1934 for the quarterly period ended
     June 15, 1996 or
 
___  Transition report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the transition period from 
     ______________ to __________________


     Commission file number    1-303

                            THE KROGER CO.


An Ohio Corporation                 I.R.S. Employer Identification
                                            No. 31-0345740

1014 Vine Street, Cincinnati, OH                 45202
- ---------------------------------                -----   
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code   (513) 762-4000

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.  

Yes     X        No         .
    -----------    ---------

There were 125,677,587 shares of Common Stock ($1 par value)
outstanding as of July 12, 1996.

<PAGE>

                    PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

The unaudited information for the quarters ended June 15, 1996 and
June 17, 1995 includes the results of operations of The Kroger Co.
for the 12 and 24 week periods ended June 15, 1996 and June 17,
1995, and of Dillon Companies, Inc. for the 13 and 26 week periods
ended June 29, 1996 and July 1, 1995.  In the opinion of
management, the information reflects all adjustments (consisting
only of normal recurring adjustments) which are necessary for a
fair presentation of results of operations for such periods but
should not be considered as indicative of results for a full year.  

<TABLE>
                 CONSOLIDATED STATEMENT OF OPERATIONS
               (in thousands, except per share amounts)
                              (unaudited)

<CAPTION>
                                                              2nd Quarter Ended       2 Quarters Ended     
                                                           ----------------------  ------------------------
                                                            June 15,    June 17,     June 15,     June 17,
                                                              1996        1995        1996          1995   
                                                           ----------  ----------  -----------  -----------
<S>                                                        <C>         <C>         <C>          <C>
Sales . . . . . . . . . . . . . . . . . . . . . . . . .    $5,844,366  $5,652,890  $11,628,620  $11,117,844
                                                           ----------  ----------  -----------  -----------

Costs and expenses:
 Merchandise costs, including warehousing and 
  transportation. . . . . . . . . . . . . . . . . . . .     4,412,202   4,267,794    8,780,169    8,397,233
 Operating, general and administrative. . . . . . . . .     1,084,528   1,028,785    2,160,443    2,044,450
 Rent . . . . . . . . . . . . . . . . . . . . . . . . .        69,316      71,216      139,044      141,150
 Depreciation and amortization. . . . . . . . . . . . .        80,354      73,405      155,997      142,246
 Interest expense, net. . . . . . . . . . . . . . . . .        70,523      74,639      141,149      149,963
                                                           ----------  ----------   ----------  -----------

     Total. . . . . . . . . . . . . . . . . . . . . . .     5,716,923   5,515,839   11,376,802   10,875,042
                                                           ----------  ----------   ----------  -----------

Earnings before income tax expense and 
 extraordinary loss . . . . . . . . . . . . . . . . . .       127,443     137,051      251,818      242,802 
Tax expense . . . . . . . . . . . . . . . . . . . . . .        49,065      54,587       96,950       95,861 
                                                           ----------  ----------   ----------  -----------

Earnings before extraordinary loss. . . . . . . . . . .        78,378      82,464      154,868      146,941
Extraordinary loss (net of income tax credit) . . . . .          (766)     (5,451)      (1,850)     (10,788)
                                                           ----------  ----------   ----------  -----------
     Net earnings . . . . . . . . . . . . . . . . . . .    $   77,612  $   77,013   $  153,018  $   136,153 
                                                           ==========  ==========   ==========  ===========

Primary earnings per common share:
 Earnings from operations . . . . . . . . . . . . . . .         $ .60       $ .71       $ 1.19       $ 1.28
 Extraordinary loss . . . . . . . . . . . . . . . . . .          (.01)       (.05)        (.01)        (.09) 
                                                                -----       -----       ------       ------
   Net earnings . . . . . . . . . . . . . . . . . . . .         $ .59       $ .66       $ 1.18       $ 1.19
                                                                =====       =====       ======       ======

Average number of common shares used in primary per 
 share calculation. . . . . . . . . . . . . . . . . . .       131,144     115,391      130,670      115,191 

Fully diluted earnings per common share:
 Earnings from operations . . . . . . . . . . . . . . .         $ .60       $ .67       $ 1.18        $1.19
 Extraordinary loss . . . . . . . . . . . . . . . . . .          (.01)       (.04)        (.01)        (.09)
                                                                -----       -----       ------        -----
     Net earnings . . . . . . . . . . . . . . . . . . .         $ .59       $ .63       $ 1.17       $ 1.10
                                                                =====       =====       ======       ======
    
Average number of common shares used in fully diluted 
 per share calculations . . . . . . . . . . . . . . . .       131,144     126,638      130,878      126,459


</TABLE>
- -------------------------------------------------------------------

              The accompanying notes are an integral part
               of the consolidated financial statements.
<PAGE>
<TABLE>

                                                       CONSOLIDATED BALANCE SHEET
                                                       (in thousands of dollars)
                                                              (unaudited)

<CAPTION>
                                                                  June 15,          December 30,
                                                                   1996                 1995   
                                                                ----------          ------------
<S>                                                             <C>                  <C>
ASSETS
Current assets
  Receivables . . . . . . . . . . . . . . . . . . . . . .       $  276,776           $  288,067
  Inventories:
    FIFO cost . . . . . . . . . . . . . . . . . . . . . .        1,963,016            2,034,880
    Less LIFO reserve . . . . . . . . . . . . . . . . . .         (456,163)            (449,163)
                                                                ----------           ----------
                                                                 1,506,853            1,585,717
  Property held for sale. . . . . . . . . . . . . . . . .          132,009               40,527
  Prepaid and other current assets. . . . . . . . . . . .          216,159              192,673
                                                                ----------           ----------
      Total current assets. . . . . . . . . . . . . . . .        2,131,797            2,106,984

Property, plant and equipment, net. . . . . . . . . . . .        2,765,805            2,662,338
Investments and other assets. . . . . . . . . . . . . . .          296,365              275,395
                                                                ----------           ----------
      Total Assets. . . . . . . . . . . . . . . . . . . .       $5,193,967           $5,044,717
                                                                ==========           ==========

LIABILITIES
Current liabilities
  Current portion of long-term debt . . . . . . . . . . .       $   24,613           $   24,939
  Current portion of obligations under
    capital leases. . . . . . . . . . . . . . . . . . . .            9,120                8,975
  Accounts payable. . . . . . . . . . . . . . . . . . . .        1,398,085            1,540,067
  Other current liabilities . . . . . . . . . . . . . . .        1,038,758              991,456
                                                                ----------           ----------
      Total current liabilities . . . . . . . . . . . . .        2,470,576            2,565,437

Long-term debt. . . . . . . . . . . . . . . . . . . . . .        3,372,458            3,318,499
Obligations under capital leases. . . . . . . . . . . . .          171,053              171,229
Deferred income taxes . . . . . . . . . . . . . . . . . .          154,750              153,232
Other long-term liabilities . . . . . . . . . . . . . . .          449,439              439,333
                                                                ----------           ----------
      Total Liabilities . . . . . . . . . . . . . . . . .        6,618,276            6,647,730
                                                                ----------           ----------
 
SHAREOWNERS' DEFICIT
Common capital stock, par $1, at stated value
  Authorized:  350,000,000 shares
  Issued:  1996 - 134,975,881 shares
           1995 - 133,777,921 shares. . . . . . . . . . .          612,258              586,541
Accumulated deficit . . . . . . . . . . . . . . . . . . .       (1,792,905)          (1,945,923)
Common stock in treasury, at cost
           1996 -  9,576,934 shares
           1995 -  9,575,950 shares . . . . . . . . . . .         (243,662)            (243,631)
                                                                ----------           ----------
    Total Shareowners' Deficit                                  (1,424,309)          (1,603,013)
                                                                ----------           ----------

    Total Liabilities and Shareowners' Deficit. . . . . .       $5,193,967           $5,044,717
                                                                ==========           ==========
</TABLE>
                                                                    
- -------------------------------------------------------------------

              The accompanying notes are an integral part
               of the consolidated financial statements.
<PAGE>
<TABLE>
                                                  CONSOLIDATED STATEMENT OF CASH FLOWS
                                                       (in thousands of dollars)
                                                              (unaudited)

<CAPTION>
                                                                           2 Quarters Ended
                                                                    ------------------------------       
                                                                      June 15,           June 17,  
                                                                        1996               1995   
                                                                    -----------        -----------
<S>                                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . .    $ 153,018         $  136,153 
  Adjustments to reconcile net earnings to net cash
    provided by operating activities:  
     Extraordinary loss . . . . . . . . . . . . . . . . . . . . .        1,850             10,788
     Depreciation and amortization. . . . . . . . . . . . . . . .      155,997            142,246
     Amortization of deferred financing costs . . . . . . . . . .        6,466              6,720
     LIFO charge. . . . . . . . . . . . . . . . . . . . . . . . .        7,000              7,000
     Net (decrease) increase in cash from changes in operating 
       assets and liabilities, net of effects from sale of
       subsidiary, detail below . . . . . . . . . . . . . . . . .      (70,006)           130,910
     Other changes, net . . . . . . . . . . . . . . . . . . . . .          602                491
                                                                     ---------         ----------
        Net cash provided by operating activities . . . . . . . .      254,927            434,308
                                                                     ---------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures. . . . . . . . . . . . . . . . . . . . . .     (258,831)          (244,405)
  Proceeds from sale of assets. . . . . . . . . . . . . . . . . .        6,659             40,828
  Increase in property held for sale. . . . . . . . . . . . . . .      (92,264)            (6,086)
  Increase in other investments . . . . . . . . . . . . . . . . .      (28,789)              (205)
                                                                     ---------         ----------

        Net cash used by investing activities . . . . . . . . . .     (373,225)          (209,868)
                                                                     ---------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Debt prepayment costs . . . . . . . . . . . . . . . . . . . . .       (2,744)           (14,055)
  Financing charges incurred. . . . . . . . . . . . . . . . . . .       (1,262)            (5,718)  
  Principal payments under capital lease obligations. . . . . . .       (4,543)            (4,375) 
  Proceeds from issuance of long-term debt. . . . . . . . . . . .      102,675             66,548   
  Reductions in long-term debt. . . . . . . . . . . . . . . . . .      (49,042)          (255,923)
  Increase in book overdrafts . . . . . . . . . . . . . . . . . .       48,361
  Proceeds from sale of treasury stock. . . . . . . . . . . . . .                              14
  Proceeds from issuance of capital stock . . . . . . . . . . . .       24,853              9,724 
                                                                     ---------         ----------
 
        Net cash provided (used) by financing activities. . . . .      118,298           (203,785)
                                                                     ---------         ----------

Net increase in cash and temporary cash investments . . . . . . .            0             20,655 

Cash and temporary cash investments:
    Beginning of year . . . . . . . . . . . . . . . . . . . . . .            0             27,223
                                                                     ---------         ----------
    End of quarter. . . . . . . . . . . . . . . . . . . . . . . .    $       0         $   47,878
                                                                     =========         ==========


INCREASE (DECREASE) IN CASH FROM CHANGES IN OPERATING ASSETS AND LIABILITIES:

    Inventories . . . . . . . . . . . . . . . . . . . . . . . . .   $   71,864         $  174,603 
    Receivables . . . . . . . . . . . . . . . . . . . . . . . . .       11,291              6,669
    Prepaid and other current assets. . . . . . . . . . . . . . .      (23,703)           (17,909)   
    Accounts payable. . . . . . . . . . . . . . . . . . . . . . .     (190,343)           (54,827)       
    Deferred income taxes . . . . . . . . . . . . . . . . . . . .        1,518            (14,172) 
    Other liabilities . . . . . . . . . . . . . . . . . . . . . .       59,367             36,546 
                                                                    ----------         ----------
                                                                    $  (70,006)        $  130,910 
                                                                    ==========         ==========
</TABLE>

- -------------------------------------------------------------------
              The accompanying notes are an integral part
               of the consolidated financial statements.
<PAGE>

Supplemental disclosures of cash flow information:

                                             2 Quarters Ended
                                         -------------------------
                                         June 15,         June 17,
                                           1996             1995
                                         ---------        --------
Cash paid during the period for:

   Interest (net of amount capitalized)  $138,243         $152,205
   Income taxes                            62,362           97,159








- -------------------------------------------------------------------

              The accompanying notes are an integral part
               of the consolidated financial statements.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            -------------------------------------------


1.   BASIS OF PRESENTATION
     ---------------------

     The year-end condensed balance sheet data was derived from
     audited financial statements, but does not include all
     disclosures required by generally accepted accounting
     principles.

2.   INCOME TAXES
     ------------

     The effective income tax rate differs from the expected
     statutory rate primarily due to the effect of certain state
     taxes. 

3.   EXTRAORDINARY LOSS
     ------------------

     The extraordinary loss for the two quarters ended June 15,
     1996 and June 17, 1995 of $1.9 million and $10.8 million,
     respectively (net of income taxes of $1.2 million and $6.9
     million, respectively) and for the second quarter ended June
     15, 1996 and June 17, 1995 of $.8 million and $5.5 million
     (net of income taxes of $.4 million and $3.5 million,
     respectively) is related to the early retirement of long-term
     debt.  During the second quarter of 1996 the Company
     repurchased $8.4 million of its senior debt issues and
     refinanced $14.6 million of its various mortgages.  Year-to-
     date 1996 purchases total $25.2 million of senior debt and
     $15.5 million mortgage refinances.  Purchases of debt were
     funded by excess cash from operations, proceeds from
     miscellaneous asset sales, and funds borrowed under the
     Company's Credit Agreement.   

4.   EARNINGS PER COMMON SHARE
     -------------------------

     Primary earnings per common share equals net earnings divided
     by the weighted average number of common shares outstanding,
     after giving effect to dilutive stock options.  Fully diluted
     earnings per common share for the second quarter and two
     quarters ended June 17, 1995 are computed by adjusting both
     net earnings and shares outstanding for the effect of the
     assumed conversion of the Convertible Junior Subordinated
     Notes issued in December 1992.  The Convertible Junior
     Subordinated Notes were not included for the second quarter
     and two quarters ended June 15, 1996 because they were
     redeemed on September 5, 1995.      

5.   SUBSEQUENT EVENTS
     -----------------

     On June 25, 1996, The Kroger Co. filed Registration Statement
     No. 333-06763 on Form S-3 with the Securities and Exchange
     Commission pursuant to Rule 415.  The Registration Statement
     was amended by Amendment No. 1 to the Registration Statement
     filed on July 12, 1996, and by Post-Effective Amendment No. 1
     to the Registration Statement filed on July 17, 1996.  The
     Registration Statement provides for the issuance of Debt
     Securities in an aggregate amount of $744,227,000.  Pursuant
     to a Prospectus Supplement dated July 24, 1996, The Kroger Co.
     is issuing $240,000,000 of Debt Securities designated 8.15%
     Senior Notes due 2006.  The form of indenture therefor, styled
     First Supplemental Indenture dated as of July 29, 1996, is
     incorporated herein by reference as Exhibit 4.1 hereto.  The
     proceeds will be used to repay amounts outstanding under the
     Company's Bank Credit Agreement, and thereafter to use
     borrowings under the Credit Agreement to repurchase or redeem
     other debt of the Company and for other general corporate
     purposes.  

     On July 18, 1996 the Company notified the trustee of its 9%
     Senior Subordinated Notes due 1999 (the "Notes") that it will
     redeem the entire $125 million principal amount of Notes on
     August 17, 1996.  The Company will incur a $.7 million
     extraordinary charge in connection with this redemption.

     
<PAGE>
 

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL      
          CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

SALES

Total sales for the second quarter of 1996 increased 3.4% over
second quarter 1995 to $5.84 billion as compared to $5.65 billion. 
Food store sales increased 2.7% over the 1995 second quarter. 
Sales in the second quarter were negatively affected by a 44-day
strike in the Company's King Soopers division in Colorado. 
Supermarket sales, excluding King Soopers during the strike,
increased 4.5% for the quarter.  Sales in the Company's existing
units not affected by the strike were bolstered by the opening or
expansion of 21 stores and strong results in existing stores in
most of the Company's markets.  In some of the Company's markets,
sales were adversely affected by heightened competition.  Food
store square footage increased 5.4% over the second quarter of
1995.  The 1996 second quarter sales in identical food stores,
units that have been in operation for one full year and have not
been expanded, decreased 1.1%, including the impact from the King
Soopers strike, versus a 1.5% increase in the second quarter of
1995.  Identical store sales, excluding the King Soopers division,
increased .6% over 1995's second quarter.  Year-to-date identical
sales, excluding King Soopers, were up 1.3%.  Identical store sales
were negatively affected by the Company's aggressive storing
program and increased competition in some markets such as
Nashville, Atlanta, Phoenix, Roanoke and Raleigh/Durham. 
Comparable store sales, which includes results from expanded and
relocated stores, increased 3.2% in the quarter excluding King
Soopers.    

The Denver strike, which was settled in late June with the
ratification of a three-year contract, will have a negative effect
on third quarter sales and profit as operations return to normal. 
The effect is expected to be substantially less than that in the
second quarter.  The Company has instituted a marketing effort
intended to restore sales to their pre-strike level.  

A review of sales trends by lines of business includes:

<TABLE>
<CAPTION>
                                        (in thousands of dollars)
                                               2nd Quarter     
                               % of 1996  ----------------------
       Lines of Business         Sales       1996        1995       Change
       ---------------------   ---------  ----------  ----------   -------
       <S>                     <C>        <C>         <C>           <C>
       Food Stores  ........     92.9%    $5,427,220  $5,285,521     +2.7%
       Convenience Stores ..      4.2%       245,821     220,349    +11.6% 
       Other Sales  ........      2.9%       171,325     147,020    +16.5% 
                               ---------  ----------  ----------

       Total Sales  ........    100.0%    $5,844,366  $5,652,890     +3.4%

<CAPTION>
                                        (in thousands of dollars)
                                          2 Quarters Year-to-date  
                               % of 1996  ------------------------
       Lines of Business         Sales        1996         1995      Change
       -----------------       ---------  -----------  -----------   ------
       <S>                      <C>       <C>          <C>           <C>          
       Food Stores  ........     93.4%    $10,859,973  $10,434,665    +4.1%
       Convenience Stores ..      3.9%        449,096      407,403   +10.2% 
       Other Sales  ........      2.7%        319,550      275,776   +15.9%
                                ------    -----------  -----------
       Total Sales  ........    100.0%    $11,628,619  $11,117,844    +4.6%

</TABLE>

The increase in total convenience stores sales was the result of a
3.8% increase in in-store sales combined with a 15.4% increase in
gasoline sales.  Gas gallons sold during the quarter increased 7.1%
over 1995's second quarter.  Convenience stores' identical grocery
sales increased 3.0% and identical gasoline sales increased 8.9%. 
Sales for the six company convenience store group were strengthened
by a 7.9% increase in the average retail price per gallon of
gasoline.
  
Other sales primarily consist of outside sales by the Company's
manufacturing divisions.  The Company's manufacturing plants, which
include bakeries, dairies and grocery product plants, have been
successful in securing contracts with outside parties to utilize
excess plant capacity.  

The Company's accelerated storing program is focused on investing
in existing Kroger markets and  adjacent geographic regions where
the Company has a strong franchise and can leverage marketing,
distribution and overhead costs.  This strategy has an effect on
identical store sales due to the shifting of some sales from
existing stores to new stores.  This effect will continue as the
approximately 90 to 100 additional new stores or remodels that are
planned for the remainder of the year are completed.  Total sales,
however, will benefit from the increased and improved square
footage.  

Additionally, savings that will be realized from technology and
logistics improvements should allow more competitive pricing and
improved service to increase sales in both existing and new store
locations.  Inflation is not expected to have a material effect on
sales.    

EBITD

The Company's Credit Agreement and the indentures underlying
approximately $1.2 billion of publicly issued debt contain various
restrictive covenants, many of which are based on earnings before
interest, taxes, depreciation, LIFO charge, unusual and
extraordinary items ("EBITD").  All such  covenants are based,
among other things, upon generally accepted accounting principles
("GAAP") as applied on a date prior to January 3, 1993.  The
ability to generate EBITD at levels sufficient to satisfy the
requirements of these agreements is a key measure of the Company's
financial strength.  The presentation of EBITD is not intended to
be an alternative to any GAAP measure of performance but rather to
facilitate an understanding of the Company's performance compared
to its debt covenants.  At June 15, 1996 the Company was in
compliance with all covenants of its Credit Agreement and publicly
issued debt.  The Company believes it has adequate coverage of its
debt covenants to continue to respond effectively to competitive
conditions. 

During the second quarter 1996, EBITD, which does not include the
effect of Statement of Financial Accounting Standards ("SFAS") No.
106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions", decreased 2.1% to $285.8 million from $292.1 million. 
Year-to-date 1996 EBITD increased 2.7% to $564.0 million from
$548.9 million.  Excluding the effects of the King Soopers strike,
EBITD would have been approximately $314.5 million for the second
quarter, a 7.7% increase.  The King Soopers strike will have a
negative effect, though much smaller than the second quarter's, on
EBITD in the third quarter.  Strike adjusted EBITD was positively
influenced by the increase in food store sales from existing and
new stores combined with improvements in gross profit rates, and
private label sales that are outpacing total sales increases. 
EBITD was dampened by a slower rate of growth in C-store EBITD and
increased commodity costs.  


MERCHANDISE COSTS

Merchandise costs, including warehousing and transportation expense
and LIFO charges, for the second quarter 1996 were even with the
second quarter of 1995 as a percent of sales.  Merchandise costs
were negatively affected by the strike but were positively affected
by the Company's advances in coordinated purchasing and increases
in private label sales.  The Company has completed the transition
of three consolidation centers and expects to open a fourth in
Fountain, Colorado in August.  These consolidations will have a
positive effect on merchandising costs in the long run but had
sizeable up front costs associated with the transition in the
second quarter.      

<TABLE>
<CAPTION>
                                                           2 Quarters
                                      2nd Quarter         Year-to-date 
                                    ---------------     ---------------
                                     1996     1995       1996     1995 
                                    ------   ------     ------   ------
        <S>                         <C>      <C>        <C>      <C>
        Merchandise Costs - LIFO    75.49%   75.50%     75.50%   75.53%
        LIFO Charge                   .05%     .06%       .06%     .06%
                                    ------   ------     ------   ------
        Merchandise Costs - FIFO    75.44%   75.44%     75.44%   75.47%

</TABLE>

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

Operating, general and administrative expenses in the second
quarter 1996 increased to 18.56% of sales from 18.20% last year. 
Year-to-date operating, general and administrative expenses in 1996
were 18.58% compared to 18.39% in 1995.  The increase in the rate
of operating, general and administrative costs can be attributed to
the King Soopers strike, reduced revenue from baled salvage sales
and higher store wages.  The Company's capital expansion program
negatively affects operating, general and administrative expenses
as costs are incurred to open and expand new stores in greater
numbers than the prior year.  

The Company's focus is on controlling operating, general and
administrative expenses.  There are a number of administrative
changes underway to reduce support costs.  While the Company
believes that these programs will bring about cost reductions,
there can be no assurances of these results.   


NET INTEREST EXPENSE 

Net interest expense declined to $70.5 million in the second
quarter 1996 from $74.6 million in last year's second quarter. 
Year-to-date net interest expense totalled $141.1 million as
compared to $150.0 million in the first half of 1995.  The Company
expects 1996 net interest expense to total approximately $300 to
$305 as compared to $312.7 million in 1995.  

The Company has purchased a portion of the debt issued by the
lenders of certain of its structured financings, which cannot be
retired early, in an effort to effectively further reduce the
Company's interest expense.  The Company purchased $15.1 million of
this debt during the second quarter of 1996, bringing the total
investments to $73.8 million.  Excluding the debt incurred to make
these purchases, which are classified as investments, the Company's
long-term debt at the end of the second quarter was $3.50 billion,
down from $3.65 billion at the end of the 1995 second quarter.  The
Company does not expect a reduction in long-term debt during 1996
from the year-end 1995 balance.  Net operating working capital
declined by $.9 million to $52.8 million as compared to the second
quarter 1995's $53.7 million.  


NET EARNINGS

The Company's net earnings in the second quarter 1996 were $77.6
million or $.59 per share on a fully diluted basis compared to net
earnings in the second quarter 1995 of $77.0 million or $.63 per
share.  Net earnings in 1996 were negatively affected by the King
Soopers strike and by an extraordinary loss of $.8 million or $.01
per share compared to an extraordinary loss of $5.5 million or $.04
per share in 1995.  Year-to-date net earnings in 1996 were $153.0
million or $1.17 per share on a fully-diluted basis compared to net
earnings in 1995 of $136.2 million or $1.10 per share.  1996 year-
to-date net earnings included a $1.8 million extraordinary loss
compared to $10.8 million in 1995.  The extraordinary loss in both
years resulted from the early retirement of the Company's high-cost
debt.  The Company expects to incur an extraordinary loss in each
quarter of 1996 as it continues to retire high-cost debt.

Second quarter earnings before the extraordinary loss totalled
$78.4 million in 1996 compared to $82.5 million in 1995.  Year-to-
date earnings before the extraordinary loss totalled $154.9 million
in 1996 compared to $146.9 million in 1995.    



LIQUIDITY AND CAPITAL RESOURCES

During the second quarter 1996 the Company purchased $8.3 million
of its various senior and subordinated debt issues.  Through two
quarters of 1996 the Company has purchased $25.2 million of these
issues.   

At the end of the second quarter 1996, the Company had $459.6
million available under its Credit Agreement to meet short-term
liquidity needs. 

On April 29, 1996, the Company notified its lenders under the
Credit Agreement of the Company's election to release the
collateral securing the Company's obligations under the Credit
Agreement.  The collateral had also secured the Company's
obligations under its two issues of Senior Secured Debentures. 
Upon release of the collateral, the Credit Agreement and the Senior
Secured Debentures became unsecured.  

The Company invested $178.2 million in fixed assets during the
second quarter, $85.2 million of these expenditures were invested
in long-term property, plant and equipment.  The remaining $93.0
million was placed in property that the Company intends to include
in sale leaseback transactions.  Capital expenditures for the
second quarter 1995 were $150.5 million in property, plant and
equipment and $1.7 million in property held for sale.  Capital
expenditures for the year are expected to total approximately $850
million.  This will enable the Company to open or expand
approximately 115 stores and remodel 50 to 60 additional stores. 
Capital expenditures will also be made in the areas of logistics
and technology projects.  Through two quarters of 1996, the Company
has opened, expanded or acquired 46 food stores and completed 21
remodels.    




CONSOLIDATED STATEMENT OF CASH FLOWS

The Company generated $254.9 million of cash from operating
activities during the first half of 1996 compared to $434.3 million
during the same period last year.  The decrease is due in part to
changes in operating assets and liabilities that used $70.0 million
of cash in 1996 compared to providing $130.9 million in 1995.  The
largest component of the change in operating assets and liabilities
was net owned inventory which increased $118.5 million in the first
half of 1996 versus a decrease of $119.8 million in 1995's first
half.  This use of cash was offset somewhat by increased operating
profits before depreciation of $21.7 million over 1995.  

Investing activities used $373.2 million in cash during the first
half of 1996 compared to $209.9 million last year.  The net
increase in the use of cash is due to $100.6 million of additional
capital expenditures and investments in property held for sale and
an additional $28.6 million used for the purchase of investments. 
These increases in the use of cash were combined with a decrease of
$34.2 million in the inflow of cash from the sale of assets.
  
Financing activities provided $118.3 million in cash compared to
the use of $203.8 million in the first half of last year.  The
change is due to a decline of $243.0 million in the use of cash for
the net reduction in long-term debt as well as an increase in book
overdrafts of $48.4 million.  Additionally, the Company realized
$24.9 million from the exercise of stock options as compared to
$9.7 million during the first half of 1995.  Debt prepayment
premium and new financing costs used $4.0 million in 1996 as
compared to $19.8 million in 1995.  

With respect to the foregoing statements in Management's Discussion
and Analysis that are forward looking in nature, the Company's
actual results could adversely be affected by delays in completion
of projects, labor disputes or competitive activity in the
marketplace.  


SUBSEQUENT EVENTS

On June 25, 1996, The Kroger Co. filed Registration Statement No.
333-06763 on Form S-3 with the Securities and Exchange Commission
pursuant to Rule 415.  The Registration Statement was amended by
Amendment No. 1 to the Registration Statement filed on July 12,
1996, and by Post-Effective Amendment No. 1 to the Registration
Statement filed on July 17, 1996.  The Registration Statement
provides for the issuance of Debt Securities in an aggregate amount
of $744,227,000.  Pursuant to a Prospectus Supplement dated July
24, 1996, The Kroger Co. is issuing $240,000,000 of Debt Securities
designated 8.15% Senior Notes due 2006.  The form of indenture
therefor, styled First Supplemental Indenture dated as of July 29,
1996, is incorporated herein by reference as Exhibit 4.1 hereto. 
The proceeds will be used to repay amounts outstanding under the
Company's Bank Credit Agreement, and thereafter to use borrowings
under the Credit Agreement to repurchase or redeem other debt of
the Company and for other general corporate purposes. 

On July 18, 1996 the Company notified the trustee of its 9% Senior
Subordinated Notes due 1999 (the "Notes") that it would redeem the
entire $125 million principal amount of Notes on August 17, 1996. 
The Company will incur a $.7 million extraordinary charge in
connection with this redemption.  

<PAGE>
                      PART II - OTHER INFORMATION           


Item 1.   LEGAL PROCEEDINGS

          Fry's Food Stores of Arizona, Inc. ("Fry's"), a
          subsidiary of the Company, is currently a defendant and
          cross-defendant in actions pending in the U.S. District
          Court for the Southern District of Florida (the "Court") 


          entitled Harley S. Tropin v. Kenneth Thenen, et. al., 
                   -------------------------------------------
          No. 93-2502-CIV-MORENO and Walco Investments, Inc., et. 
                                     ----------------------------
          al. v. Kenneth Thenen, et al., No. 93-2534-CIV-MORENO.  
          -----------------------------
          The plaintiff and cross-claimants in these actions seek
          unspecified damages against numerous defendants and
          cross-defendants, including Fry's.  Plaintiffs and cross-
          claimants allege that a former employee of Fry's supplied
          false information to third parties in connection with
          purported sales transactions between Fry's and affiliates
          of Premium Sales Corporation or certain limited
          partnerships.  Claims have been alleged against Fry's for
          breach of implied contract, aiding and abetting
          conspiracy, conversion and civil theft, negligent
          supervision, fraud, and violations of 18 U.S.C. Sections
          1961 and 1962(d) and Chapter 895, Florida Statutes. 
          Fry's has entered into an agreement with Harley S. Tropin
          as trustee and receiver for the Premium Sales Corporation
          and certain affiliates to settle all claims against
          Fry's.  That agreement is subject to the execution of a
          definitive settlement agreement and the approval of the
          Court.  

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                
          (a)  May 16, 1996 - Annual Meeting of Shareholders.  

          (c)  The shareholders elected one director, David B.
               Dillon, to serve until the annual meeting in 1998,
               and elected four other directors to serve until the
               annual meeting in 1999, or until their successors
               have been elected and qualified, and ratified the
               selection of Coopers & Lybrand L.L.P. as Company
               auditors for 1996.  

          Votes were cast as follows:  
<TABLE>
<CAPTION>


                                        For         Withheld    Broker Non-Vote
                                     ----------     ---------   ---------------
          <S>                        <C>            <C>               <C>
          David B. Dillon            98,018,647     2,610,288         -0-
          Richard W. Dillon          97,981,864     2,647,071         -0-
          John T. LaMacchia          98,057,144     2,571,791         -0-
          Edward M. Liddy            98,029,420     2,599,515         -0-
          T. Ballard Morton, Jr.     98,086,674     2,542,261         -0-
          Katherine D. Ortega        97,996,452     2,632,483         -0-

<CAPTION>
                                        For          Against       Withheld       Broker Non-Vote
                                     ----------     ---------      --------       ---------------  
          <S>                        <C>              <C>           <C>                   <C>
          Coopers & Lybrand L.L.P.   98,959,831       896,237       772,867               -0-
</TABLE>

          
Item 6.   EXHIBITS AND REPORTS ON FORM 8-K


     (a)  Exhibit 3.1 - Amended Articles of Incorporation and 
          -----------
          Regulations of the Company are hereby incorporated by
          reference to Exhibits 4.1 and 4.2 of the Company's
          Registration Statement on Form S-3 as filed with the
          Securities and Exchange Commission on January 28, 1993,
          and bearing Registration No. 33-57552.  

          Exhibit 4.1 - Instruments defining the rights of holders 
          -----------
          of long-term debt of the Company and its subsidiaries are
          not filed as Exhibits because the amount of debt under
          each instrument is less than 10% of the consolidated
          assets of the Company.  The Company undertakes to file
          these instruments with the Commission upon request.  


          Exhibit 4.2 -
          -----------
          First Supplemental Indenture dated as of July 29, 1996,
          between the Company and Comerica Bank, as Trustee,
          relating to the Company's 8.15% Senior Notes due 2006.

          Exhibit 11.1 - Statement of Computation of Consolidated 
          ------------
          Earnings (Loss) Per Share.  

          Exhibit 27.1 - Financial Data Schedule.  
          ------------

          Exhibit 99.1 - Additional Exhibits - Statement of 
          ------------
          Computation of Ratio of Earnings to Fixed Charges.  


     (b)  The Company disclosed and filed its first quarter
          1996 earnings release in its Current Report on
          Form 8-K dated April 17, 1996.  

<PAGE>
                              SIGNATURES
                            -----------



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 thereunto duly authorized.  

                         THE KROGER CO.



Dated:  July 29, 1996         (Joseph A. Pichler)
                              Joseph A. Pichler
                              Chairman of the Board              
                                and Chief Executive              
                                Officer



Dated:  July 29, 1996         (J. Michael Schlotman)
                              J. Michael Schlotman
                              Vice President and 
                                 Corporate Controller
                                   
<PAGE>                             

                             Exhibit Index
                           -------------


Exhibit
- -------   

Exhibit 3.1 -  Amended Articles of Incorporation and Regulations of
               the Company are hereby incorporated by reference to
               Exhibits 4.1 and 4.2 of the Company's Registration
               Statement on Form S-3 as filed with the Securities
               and Exchange Commission on January 28, 1993, and
               bearing Registration No.33-57552.

Exhibit 4.1 -  Instruments defining the rights of holders of long-
               term debt of the Company and its subsidiaries are
               not filed as Exhibits because the amount of debt
               under each instrument is less than 10% of the
               consolidated assets of the Company.  The Company
               undertakes to file these instruments with the
               Commission upon request.  

Exhibit 4.2 -  First Supplemental Indenture dated as of July 29,
               1996, between the Company and Comerica Bank, as
               Trustee, relating to the Company's 8.15% Senior
               Notes due 2006.

Exhibit 11.1 - Statement of Computation of Consolidated Earnings
               (Loss) Per Share.  

Exhibit 27.1 - Financial Data Schedule.  

Exhibit 99.1 - Additional Exhibits - Statement of Computation of
               Ratio of Earnings to Fixed Charges.  
<PAGE>


