
                                                  Exhibit 24


                        POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of
them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, to sign, execute and
affix his seal thereto and file with the Securities and
Exchange Commission (or any other governmental or regulatory
authority) any of the documents referred to below relating to
the registration under the Securities Act of 1933, as amended,
on Form S-8 or other appropriate form of such number of shares
of the Common Stock of the Company as the Company may
determine to include in that registration statement or any
amendment thereto along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings Plan: (a) a registration statement under
the Securities Act of 1933, as amended, with all exhibits and
any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all
documents required to be filed with respect thereto; granting
unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and
purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by
virtue hereof.  

IN WITNESS WHEREOF, I have hereunto set my hand. 


(Joseph A. Pichler)                     September 12, 1996
- -----------------------------------
Joseph A. Pichler
Chairman and Chief Executive Officer
& Director

<PAGE>
                        POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of
them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, to sign, execute and
affix his seal thereto and file with the Securities and
Exchange Commission (or any other governmental or regulatory
authority) any of the documents referred to below relating to
the registration under the Securities Act of 1933, as amended,
on Form S-8 or other appropriate form of such number of shares
of the Common Stock of the Company as the Company may
determine to include in that registration statement or any
amendment thereto along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings Plan: (a) a registration statement under
the Securities Act of 1933, as amended, with all exhibits and
any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all
documents required to be filed with respect thereto; granting
unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and
purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by
virtue hereof.  

IN WITNESS WHEREOF, I have hereunto set my hand. 



(W. Rodney McMullen)                    September 12, 1996
- --------------------------
W. Rodney McMullen  
Group Vice President &
Chief Financial Officer
<PAGE>

                        POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of
them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, to sign, execute and
affix his seal thereto and file with the Securities and
Exchange Commission (or any other governmental or regulatory
authority) any of the documents referred to below relating to
the registration under the Securities Act of 1933, as amended,
on Form S-8 or other appropriate form of such number of shares
of the Common Stock of the Company as the Company may
determine to include in that registration statement or any
amendment thereto along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings Plan: (a) a registration statement under
the Securities Act of 1933, as amended, with all exhibits and
any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all
documents required to be filed with respect thereto; granting
unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and
purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by
virtue hereof.  

IN WITNESS WHEREOF, I have hereunto set my hand.               



(J. Michael Schlotman)                      September 12, 1996
- ---------------------------------
J. Michael Schlotman
Vice President and Corporate Controller

<PAGE>


                        POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of
them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, to sign, execute and
affix his seal thereto and file with the Securities and
Exchange Commission (or any other governmental or regulatory
authority) any of the documents referred to below relating to
the registration under the Securities Act of 1933, as amended,
on Form S-8 or other appropriate form of such number of shares
of the Common Stock of the Company as the Company may
determine to include in that registration statement or any
amendment thereto along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings Plan: (a) a registration statement under
the Securities Act of 1933, as amended, with all exhibits and
any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all
documents required to be filed with respect thereto; granting
unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and
purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by
virtue hereof.  

IN WITNESS WHEREOF, I have hereunto set my hand.               



(David B. Dillon)                         September 12, 1996
- ----------------------------
David B. Dillon
President, Chief Operating Officer,
and Director

<PAGE>

                        POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned
officer of The Kroger Co. (the "Company") hereby constitutes
and appoints Paul W. Heldman and Bruce M. Gack and each of
them (with full power to each of them to act alone) his true
and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, to sign, execute and
affix his seal thereto and file with the Securities and
Exchange Commission (or any other governmental or regulatory
authority) any of the documents referred to below relating to
the registration under the Securities Act of 1933, as amended,
on Form S-8 or other appropriate form of such number of shares
of the Common Stock of the Company as the Company may
determine to include in that registration statement or any
amendment thereto along with a like number of Common Stock
Purchase Rights pursuant to the Company's Warrant Dividend
Plan and an indeterminate number of plan interests associated
therewith with respect to the selling of any such stock to the
employees of the Company or its subsidiaries pursuant to The
Kroger Co. Savings Plan: (a) a registration statement under
the Securities Act of 1933, as amended, with all exhibits and
any and all documents required to be filed with respect
thereto; and (b) any and all amendments thereto (including any
amendment or amendments increasing or decreasing the amount of
the securities or changing the securities for which
registration is being sought) which may be filed from time to
time by the Company with all exhibits and any and all
documents required to be filed with respect thereto; granting
unto said attorneys, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and
purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them may lawfully do or cause to be done by
virtue hereof.  

IN WITNESS WHEREOF, the undersigned directors have hereunto
set their hands and seals, as of the 12th day of September,
1996.  


(Raymond B. Carey, Jr.)            (John T. LaMacchia)    
- ----------------------------       ------------------------

(Katherine D. Ortega)               (James D. Woods)           
- -----------------------------      -------------------------   

(John L. Clendenin)                  (Reuben V. Anderson) 
- -----------------------------      -------------------------

(T. Ballard Morton, Jr.)             (Martha R. Seger) 
- -----------------------------      -------------------------

(Patricia S. Longe)                  (David B. Dillon)         
- -----------------------------      -------------------------

(Joseph A. Pichler)
- -----------------------------

(Thomas H. O'Leary)
- -----------------------------

(Edward M. Liddy)
- -----------------------------

<PAGE>

                           RESOLUTION
                         -------------

WHEREAS, The Kroger Co. Savings Plan (the "Kroger Plan") was
previously adopted by the Board of Directors of this Company
on November 30, 1984, and the Dillon Companies, Inc. Employee
Stock Ownership and Savings Plan (the "Dillon Plan") was
previously adopted by the Board of Directors of Dillon
Companies, Inc. on June 3, 1987 (together, the "Plans"); and

WHEREAS, the Company desires to register 6,000,000 additional
shares of common stock and an indeterminate amount of plan
interests associated therewith under the Kroger Plan and
2,000,000 additional shares of common stock and an
indeterminate amount of plan interests associated therewith
under the Dillon Plan; now, therefore,

RESOLVED, That the officers of the Company be, and they hereby
are, authorized to execute Registration Statements for the
Plans on behalf of the Company on Form S-8 (the "Registration
Statements"), for the purpose of registering 6,000,000 
additional shares and accompanying plan interests under the
Kroger Plan and 2,000,000 additional shares and accompanying
plan interests under the Dillon Plan and to file the same with
the Securities and Exchange Commission in the form the
officers executing the same approve, the approval of any such
officer to be conclusively evidenced by execution and delivery
thereof; and further  

RESOLVED, That the officers of the Company be, and they hereby
are, authorized from time to time to execute in the name and
on behalf of the Company, such further amendment or amendments
to said Registration Statements, as they shall deem desirable,
to procure all other necessary signatures thereto and to file
such amendment or amendments, when so signed, with the
Securities and Exchange Commission; and further  

RESOLVED, That Paul Heldman and Bruce M. Gack, or either one
of them, be, and they hereby are, made, constituted and
appointed the true and lawful attorneys-in-fact, with
authority to sign and execute on behalf of The Kroger Co., and
on behalf of the directors and officers thereof in their
official capacities, the Registration Statements and any and
all amendments thereto, which they in their discretion deem
necessary or advisable to be filed with the Securities and
Exchange Commission; and further 

RESOLVED, That Paul Heldman, Vice President, Secretary and
General Counsel of this Company, whose address is 1014 Vine
Street, Cincinnati, Ohio, be and he hereby is designated as
the Agent for Service to be named in the Registration
Statements, and authorized to receive notices and
communications, with respect to the registration under the
Securities Act of 1933, as amended, of the proposed issues of
the aforesaid shares of Common Stock and the plan interests
with all powers consequent upon such designation under the
rules and regulations of the Securities and Exchange
Commission; and further 

RESOLVED, That the officers of the Company be, and they hereby
are, authorized to list the shares of Common Stock subject to
the Plans, along with an equal number of rights under the
Company's Warrant Dividend Plan, with the New York Stock
Exchange and to take any and all actions, and prepare,
execute, and file any and all applications, documents,
reports, exhibits, agreements, and other papers, including an
indemnity agreement relating to the use of facsimile
signatures in the execution of the aforesaid shares of Common
Stock, necessary, incidental or convenient to effectuate such
listing; and further 

RESOLVED, That for the purpose of executing the aforesaid
shares of Common Stock the Company hereby adopts and
acknowledges the facsimile signatures of Joseph A. Pichler and
Paul Heldman, its Chairman of the Board, and Secretary,
respectively, and said shares of Common Stock may be executed
by the facsimile signatures hereby adopted until further order
of the Board of Directors, notwithstanding that either or both
of said persons may have ceased to hold the respective
aforesaid offices at the time such shares of Common Stock
shall be actually delivered; and further  

RESOLVED, That the officers of the Company be, and they hereby
are, authorized and directed, in the name and on behalf of the
Company, to take any and all action which they deem necessary
or advisable to register or qualify the aforesaid shares of
Common Stock for issue, offer, sale or trade under the Blue
Sky or securities laws of any State of the United States or
Province of Canada and in connection therewith to sign,
execute, acknowledge, verify, deliver, file and publish all
such applications, issuer's covenants, consents to service of
process, resolutions and other papers and documents as may be
required under such laws, and to take any and all further
action which they deem necessary or advisable in order to
maintain such registration or qualification of such shares of
Common Stock for as long as they may deem necessary or as
required by law; and further 

RESOLVED, That the officers of the Company be, and they hereby
are, authorized and directed in the name and on behalf of the
Company to do or cause to be done all such further acts and
things, to prepare, execute and deliver and, where necessary
or appropriate, file with the appropriate governmental
authorities, all such certificates, contracts, agreements,
registration statements, documents, applications, instruments,
or other papers, as in their judgment, or in the judgment of
any of them shall be necessary or appropriate to carry out,
comply with and effectuate the purposes and intents of the
foregoing resolutions and the various transactions
contemplated thereby, including such changes to or
restatements of the prospectus for the Kroger Plan as may be
necessary or desirable in the judgment of the officers, upon
advice of counsel.  

<PAGE>

