
                                                  Exhibit 5.1
                         THE KROGER CO.
                     Cincinnati, Ohio 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 2,000,000 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 Dillon Companies, Inc.
Employees' Stock Ownership and 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.  


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

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