
                                                  Exhibit 5.1
                         THE KROGER CO.
                      Cincinnati, OH  45202

Paul W. Heldman
Vice President, Secretary
and General Counsel


                                   September 12, 1996



Board of Directors
The Kroger Co.
1014 Vine Street
Cincinnati, OH  45202

Ladies and Gentlemen:   

I am familiar with the proceedings taken and proposed to be
taken by The Kroger Co., an Ohio corporation (the "Company"),
in connection with the issuance of up to 6,000,000 shares of
its Common Stock and a like number of Common Stock Purchase
Rights pursuant to the Company's Warrant Dividend Plan (the
"Securities") along with an indeterminate number of interests
of participation pursuant to The Kroger Co. Savings Plan (the
"Plan").  I have acted as counsel to the Company in connection
with its preparation of a Registration Statement relating to
such issuance on Form S-8 to be filed by the Company with the
Securities and Exchange Commission for the registration of the
Securities and interests of participation under the Securities
Act of 1933, as amended.  I have examined the above-mentioned
documents, the Amended Articles of Incorporation and
Regulations of the Company, the corporate minutes of the
proceedings of the directors and shareholders of the Company,
and such other records and documents of the Company as I have
deemed necessary in order to express the opinions hereinafter
set forth.  

Based upon the foregoing, and assuming compliance with
applicable federal and state securities laws, I am of the
opinion that:  

(i) when the Securities are issued pursuant to the Plan, they
will be duly authorized, validly issued and outstanding, fully
paid and non-assessable;  

(ii) when issued pursuant to the Plan, the interests of
participation will be validly issued;  

(iii) certain plan amendments since December 31, 1994, as of
which date a Determination Letter was issued by the Internal
Revenue Service regarding the Plan, comply with the technical
provisions of the Employee Retirement Income Security Act of
1974, as amended (hereinafter "ERISA") and the Internal
Revenue Code of 1986, as amended (hereinafter the "Code")
pertaining to the Plan, although it should be noted that
whether any plan qualifies under the Code is a question based
upon factual considerations prevailing at any given time. 
While this opinion is not binding upon any governmental
agency, I believe the Internal Revenue Service would act
favorably upon submission of the Plan with a request for a
determination letter to the same effect as this opinion.  I
note that the Internal Revenue Service may require that
modifications be made to the Plan.  The Company, however, has
expressly reserved the right in the Plan to make such
modifications to the Plan as are required to obtain receipt of
a favorable determination letter from the Internal Revenue
Service.  

This opinion is based upon the Plan as it is now designed and
drafted and upon the provisions of ERISA, the Code,
governmental regulations and judicial authorities in effect as
at the date of this opinion letter, any of which may change in
the future with retroactive effect.  

I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the
Registration Statement as having passed upon the legality of
the Securities and interests of participation offered thereby
on behalf of the Company.  

                                   Very truly yours,


                                   (Paul W. Heldman)
                                   PAUL W. HELDMAN


