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<SEC-DOCUMENT>/in/edgar/work/20000915/0000950152-00-006694/0000950152-00-006694.txt : 20000923
<SEC-HEADER>0000950152-00-006694.hdr.sgml : 20000923
ACCESSION NUMBER:		0000950152-00-006694
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20000915
EFFECTIVENESS DATE:		20000915

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KROGER CO
		CENTRAL INDEX KEY:			0000056873
		STANDARD INDUSTRIAL CLASSIFICATION:	 [5411
]		IRS NUMBER:				310345740
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0102
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-45904
			FILM NUMBER:		723962
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1014 VINE ST
				CITY:			CINCINNATI
				STATE:			OH
				ZIP:			45201
				BUSINESS PHONE:		5137624000
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>l83909as-8.txt
<DESCRIPTION>THE KROGER CO.   SAVINGS PLAN REGISTRATION ON S-8
<TEXT>

<PAGE>   1
                    As filed with the Securities and Exchange
                        Commission on September 15, 2000

                                                   Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 THE KROGER CO.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Ohio                                             31-0345740
    -------------------------------                          -------------------
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

   1014 Vine Street, Cincinnati, Ohio                               45202
- ----------------------------------------                         ------------
(Address of Principal Executive Offices)                          (Zip Code)


                           The Kroger Co. Savings Plan
                              (Full title of Plan)

                                 Paul W. Heldman
              Senior Vice President, Secretary and General Counsel
                                 The Kroger Co.
                                1014 Vine Street
                             Cincinnati, Ohio 45202
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (513) 762-4000
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE



<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                                Proposed             Proposed
                                                Maximum              Maximum
Title Of                     Amount             Offering             Aggregate           Amount of
Securities To                To be              Price                Offering            Registration
Be Registered                Registered         Per Share(1)         Price(1)            Fee

<S>                          <C>                <C>                  <C>                 <C>
Common Stock                 12,000,000         $22.66               $271,920,000        $71,786.88
$1 Par Value                 shares(2)

Preferred Stock
Purchase Rights              (3)                (3)                  (3)                 (3)
</TABLE>

- ----------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(c), on the basis of the average of the high
and low sale prices of the Registrant's Common Stock on the New York Stock
Exchange on September 8, 2000, which date is within 5 business days prior to the
date of the filing of this Registration Statement, as reported by The Wall
Street Journal.

(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of plan interests to be offered or
sold pursuant to the employee benefit plan described herein.

(3) Preferred Stock Purchase Rights will be issued in conjunction with the
shares of Common Stock to be issued for no additional consideration and
therefore no registration fee is required. Prior to the occurrence of certain
events, the Preferred Stock Purchase Rights will not be exercisable or evidenced
separately from the Common Stock.

                            -------------------------
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


The Registrant is registering additional securities under the Plan covered
hereby for which a Registration Statement on Form S-8, bearing Registration No.
333-11859, currently is effective, and therefore, pursuant to General
Instruction E. of Form S-8, the Registrant elects to incorporate by reference
the contents of such Registration Statement which constitute information
required in the Registration Statement.
<PAGE>   4
                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on September 15, 2000.

                                                     THE KROGER CO.


                                                     By         *
                                                       -------------------------
                                                     Joseph A. Pichler, Chairman
                                                     of the Board of Directors
                                                     and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on September 15, 2000.

Signature                                        Title
- ---------                                        -----
  *                                              Group Vice President and
- -----------------------------------              Chief Financial Officer
J. Michael Schlotman                             (principal financial officer)

  *                                              Vice President and
- ----------------------------------               Corporate Controller
M. Elizabeth Van Oflen                           (principal accounting
                                                 officer)

  *                                              Chairman of the Board of
- ----------------------------------               Directors and Chief Executive
Joseph A. Pichler                                Officer
                                                 (principal executive officer)

  *                                              President, Chief Operating
- ---------------------------------                Officer and Director
David B. Dillon

  *                                              Director
- ---------------------------------
Reuben V. Anderson

                                                 Director
- ---------------------------------
Robert D. Beyer

  *                                              Director
- ---------------------------------
Ronald W. Burkle

  *                                              Director
- ---------------------------------
John L. Clendenin

<PAGE>   5
  *                                              Director
- ---------------------------------
Carlton J. Jenkins

                                                 Director
- ---------------------------------
Bruce Karatz

  *                                              Director
- ---------------------------------
John T. LaMacchia

  *                                              Director
- ---------------------------------
Edward M. Liddy

  *                                              Director
- ---------------------------------
Clyde R. Moore

  *                                              Director
- ----------------------------------
T. Ballard Morton, Jr.

                                                 Director
- ---------------------------------
Thomas H. O'Leary

  *                                              Director
- ---------------------------------
Katherine D. Ortega

  *                                              Director
- ---------------------------------
Steven R. Rogel

                                                 Director
- ---------------------------------
Martha Romayne Seger

  *                                              Director
- ---------------------------------
Bobby S. Shackouls

  *                                              Director
- ---------------------------------
James D. Woods

*By (Bruce M. Gack)
    -----------------------------
    Bruce M. Gack
    Attorney-in-fact
<PAGE>   6
                                INDEX OF EXHIBITS

Exhibit 4.1         Amended and Restated Rights Agreement. Incorporated by
                    reference to Exhibit 1 of Form 8-A/A Registration Statement,
                    dated April 4, 1997, as amended by Form 8-A/A dated October
                    18, 1998.

Exhibit 5.1         Opinion of Paul W. Heldman, Esquire, including his consent.
                    Filed herewith.

Exhibit 5.2         IRS Determination Letter. Incorporated by reference to
                    Exhibit 5.2 of Registration Statement on Form S-8, File No.
                    333-11859.

Exhibit 23.1        Consent of PricewaterhouseCoopers LLP, Independent
                    Accountants. Filed herewith.

Exhibit 23.2        Consent of Deloitte & Touche LLP, Independent Auditors.
                    Filed herewith.

Exhibit 23.3        Consent of Paul W. Heldman, Esquire. Contained in the
                    opinion filed as Exhibit 5 hereto.

Exhibit 24          Powers of Attorney of certain officers and directors of
                    Kroger. Filed herewith.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>l83909aex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>   1
                                                                     Exhibit 5.1

                                 THE KROGER CO.
                              Cincinnati, OH 45202

Paul W. Heldman
Senior Vice President, Secretary
and General Counsel



                September 14, 2000



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 12,000,000 shares of its Common Stock and 6,000,000 Preferred 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
<PAGE>   2
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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>l83909aex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>   1
                                                                    Exhibit 23.1

                       Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report (which contains an explanatory paragraph
that describes a change in The Kroger Co.'s application of the LIFO method of
accounting for store inventories) dated March 9, 2000 relating to the financial
statements of The Kroger Co. (the Company), which appears in the Company's
Annual Report on Form 10-K for the year ended January 29, 2000.

We also consent to the incorporation by reference in this Registration Statement
of our report dated April 18, 2000 relating to the financial statements of The
Kroger Co. Savings Plan, which appears in the Company's Annual Report on Form
10-K for the year ended January 29, 2000.

(PricewaterhouseCoopers)

Cincinnati, Ohio
September 15, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>l83909aex23-2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>

<PAGE>   1
                                                                    Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
The Kroger Co. on Form S-8 of our report dated March 10, 1999 on the
consolidated financial statements of Fred Meyer, Inc., appearing in the Annual
Report on Form 10-K of Fred Meyer, Inc. for the year ended January 30, 1999, and
to the use of our report dated March 10, 1999, appearing in the Annual Report on
Form 10-K dated April 27, 2000 of The Kroger Co., which is part of this
Registration Statement.

(Deloitte & Touche LLP)

DELOITTE & TOUCHE LLP

Portland, Oregon
September 15, 2000
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>l83909aex24.txt
<DESCRIPTION>EXHIBIT 24
<TEXT>

<PAGE>   1
                                                                      Exhibit 24

                                   RESOLUTION

WHEREAS, The Kroger Co. Savings Plan was previously adopted by the Board of
Directors of this Company on November 30, 1984, (the "Plan"); and

WHEREAS, the Company desires to register 12,000,000 additional shares of common
stock and an indeterminate amount of plan interests associated therewith under
the Plan; now, therefore,

RESOLVED, That the officers of the Company be, and they hereby are, authorized
to execute a Registration Statement for the Plan on behalf of the Company on
Form S-8 (the "Registration Statement"), for the purpose of registering
12,000,000 additional shares and accompanying plan interests under the 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 Statement, 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 Statement 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, Senior 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 Statement, 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 Plan, along with 6,000,000
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


<PAGE>   2

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 Plan as may be necessary or desirable in
the judgment of the officers, upon advice of counsel.
<PAGE>   3
                                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 an appropriate number of Preferred 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 14, 2000
- ------------------------------------
Chairman and Chief Executive Officer
& Director
<PAGE>   4
                                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 an appropriate number of Preferred 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)
- ------------------------------------
J. Michael Schlotman
Group Vice President &
Chief Financial Officer
<PAGE>   5
                                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 an appropriate number of Preferred 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.


(M. Elizabeth Van Oflen)                            September 14,  2000
- ------------------------------------
M. Elizabeth Van Oflen
Vice President and Corporate Controller
<PAGE>   6
                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, That each of the undersigned directors 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 or her true and lawful attorney-in-fact and agent for him or her and
on his or her behalf and in his or her 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 an appropriate number
of Preferred 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 14th day of September, 2000.

(John L. Clendenin)                         (Carlton J. Jenkins)

(Steven R. Rogel)                           (Reuben V. Anderson)

(Katherine D. Ortega)                       (Bobby S. Shackouls)

(T. Ballard Morton, Jr.)                    (James D. Woods)

(Ronald W. Burkle)                          (Clyde R. Moore)

(Joseph A. Pichler)

(David B. Dillon)

(John T. LaMacchia)

(Edward M. Liddy)
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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