S-3

   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000.

                                                 REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                    FORM S-3
                          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
                                 (513) 762-4000

  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OR
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------

                             PAUL W. HELDMAN, ESQ.
              SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                                 THE KROGER CO.
                                1014 VINE STREET
                             CINCINNATI, OHIO 45202
                                 (513) 762-4000

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                            ------------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.

   If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

   If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

   If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

   If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                        CALCULATION OF REGISTRATION FEE



- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                PROPOSED MAXIMUM       PROPOSED MAXIMUM
       TITLE OF EACH CLASS OF                                  OFFERING PRICE PER     AGGREGATE OFFERING         AMOUNT OF
    SECURITIES TO BE REGISTERED      AMOUNT TO BE REGISTERED        UNIT(1)                PRICE(2)           REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Debt Securities(4)(5)(10)...........
Preferred Stock(6)(7)(10)...........
Depositary Shares(7)(10)............
Common Stock, $1 par value per share
  (including Preferred Stock
  Purchase Rights)(8)(10)...........          (3)                     (3)                    (3)                    (3)
Warrants(9)(10).....................
        Total.......................   $1,725,000,000(10)             100%            $1,725,000,000(10)        $455,400(12)
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------


 (1) The proposed maximum offering price per unit will be determined by us in
     connection with the issuance of the securities.
 (2) The proposed maximum aggregate offering price has been estimated solely to
     calculate the registration fee under Rule 457(o).
 (3) Not applicable under General Instruction II.D. of Form S-3.
 (4) Includes guarantees (if any) of Debt Securities by Co-Registrants who are
     direct and indirect subsidiaries of the Registrant.
 (5) Subject to note (11) below, we are registering an indeterminate principal
     amount of Debt Securities. If any Debt Securities are issued at an original
     issue discount, then the offering price will be in such greater principal
     amount as will result in an aggregate initial offering price not to exceed
     $1,725,000,000 less the dollar amount of any securities previously issued.
 (6) Subject to note (11) below, we are registering an indeterminate number of
     shares of Preferred Stock.
 (7) Subject to note (11) below, we are registering an indeterminate number of
     Depositary Shares to be evidenced by Depositary Receipts issued under a
     Deposit Agreement. If we elect to offer fractional interests in shares of
     Preferred Stock, Depositary Receipts will be distributed for such
     fractional interests and the shares of Preferred Stock will be issued to
     the depositary under the Deposit Agreement.
 (8) Subject to note (11) below, we are registering an indeterminate number of
     shares of Common Stock. We are also registering an indeterminate number of
     shares of Common Stock to be issued, upon conversion or redemption of
     Preferred Stock or Debt Securities. Includes associated Preferred Stock
     Purchase Rights (the "Rights"). Until the occurrence of certain prescribed
     events, none of which has occurred, the Rights are not exercisable, are
     evidenced by the certificates representing the Common Stock, and will be
     transferred only with the Common Stock.
 (9) Subject to note (11) below, we are registering an indeterminate amount and
     number of Warrants, representing rights to purchase Debt Securities,
     Preferred Stock or Common Stock.
(10) Subject to note (11) below, we are registering an indeterminate number of
     shares of Debt Securities, Preferred Stock, Depositary Shares and Common
     Stock, to be issued upon conversion or redemption, or upon the exercise of
     Warrants, Debt Securities, Preferred Stock or Depositary Shares.
(11) In no event, will the aggregate initial offering price of all securities
     exceed $1,725,000,000 or the equivalent in one or more foreign currencies,
     foreign currency units, or composite currencies. The aggregate amount of
     Common Stock registered is further limited to that which is permissible
     under Rule 415(a)(4) under the Securities Act. The registered securities
     may be sold separately or as units with other registered securities.
(12) Previously paid relating to the amount of Securities remaining and carried
     forward under Rule 429.

    PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT CONTAINS A PROSPECTUS THAT RELATES TO $1,725,000,000 OF
SECURITIES REMAINING AS REGISTERED UNDER REGISTRATION STATEMENT NO. 333-85727 TO
THE EXTENT REMAINING ON THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
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   2

     The following entities are direct or indirect subsidiaries of Registrant,
and may guarantee one or more issues of Debt Securities, and are Co-Registrants
under this Registration Statement:



                                                  STATE OF INCORPORATION/      IRS EMPLOYER
                      NAME                              ORGANIZATION        IDENTIFICATION NO.
                      ----                        -----------------------   ------------------
                                                                      
Dillon Companies, Inc.                            Kansas                        48-0196590
Drugs Distributors, Inc.                          Indiana                       31-1112998
Henpil, Inc.                                      Texas                         74-6044519
Inter-American Foods, Inc.                        Ohio                          74-1491846
J. V. Distributing, Inc.                          Michigan                      31-1107025
KRGP Inc.                                         Ohio                          31-1569084
KRLP Inc.                                         Ohio                          31-1579339
The Kroger Co. of Michigan                        Michigan                      38-0900860
Kroger Dedicated Logistics Co.                    Ohio                          31-1399126
Kroger Limited Partnership I                      Ohio                          31-1569568
Kroger Limited Partnership II                     Ohio                          31-1569087
Peyton's-Southeastern, Inc.                       Tennessee                     61-0942129
Rocket Newco, Inc.                                Texas                         76-0542912
Topvalco, Inc.                                    Ohio                          31-0574717
Vine Court Assurance Incorporated                 Vermont                       31-1192645
Wydiv, Inc.                                       Texas                         75-6032155
City Market, Inc.                                 Colorado                      84-0595476
Dillon Real Estate Co., Inc.                      Kansas                        48-0680105
Jackson Ice Cream Co., Inc.                       Kansas                        48-0686152
Junior Food Stores of West Florida, Inc.          Florida                       59-0980071
Kwik Shop, Inc.                                   Kansas                        48-6112339
Mini Mart, Inc.                                   Wyoming                       83-0208334
Quik Stop Markets, Inc.                           California                    94-1610162
THGP Co., Inc.                                    Pennsylvania                  23-2922125
THLP Co., Inc.                                    Pennsylvania                  23-2922123
Turkey Hill, L.P.                                 Pennsylvania                  23-2922126
Wells Aircraft, Inc.                              Kansas                        48-0690719
Fred Meyer, Inc.                                  Delaware                      91-1826443
Fred Meyer Stores, Inc.                           Delaware                      93-0798201
CB&S Advertising Agency, Inc.                     Oregon                        93-0587794
Distribution Trucking Company                     Oregon                        93-0786441
FM, Inc.                                          Utah                          93-1197669
FM Holding Corporation                            Delaware                      93-0864302
Grand Central, Inc.                               Utah                          87-0277527
FM Retail Services, Inc.                          Washington                    91-1628326
Fred Meyer of Alaska, Inc.                        Alaska                        93-0802793
Fred Meyer of California, Inc.                    California                    93-0979434
Fred Meyer Jewelers, Inc.                         Delaware                      93-1197671
Merksamer Jewelers, Inc.                          California                    68-0202947
Roundup Co.                                       Washington                    93-0798202
JH Properties, Inc.                               Washington                    91-1816127
Smith's Food & Drug Centers, Inc.                 Delaware                      87-0258768
Compare, Inc.                                     Delaware                      86-0609950
Richie's, Inc.                                    Texas                         74-2047032
Saint Lawrence Holding Company                    Delaware                      86-0504830

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                                                  STATE OF INCORPORATION/      IRS EMPLOYER
                      NAME                              ORGANIZATION        IDENTIFICATION NO.
                      ----                        -----------------------   ------------------
                                                                      
Smith's Beverage of Wyoming, Inc.                 Wyoming                       80-0126833
Smitty's Supermarkets, Inc.                       Delaware                      86-0765032
Smitty's Equipment Leasing, Inc.                  Delaware                      86-0758585
Smitty's Super Valu, Inc.                         Delaware                      13-3054103
Treasure Valley Land Company, L.C.                Idaho                         82-0474377
Western Property Investment Group, Inc.           California                    87-0485081
Quality Food Centers, Inc.                        Washington                    91-1330075
Hughes Markets, Inc.                              California                    95-1947206
Hughes Realty, Inc.                               California                    95-2253719
KU Acquisition Corporation                        Washington                    91-1765648
Second Story, Inc.                                Washington                    91-1753356
Quality Food, Inc.                                Delaware                      91-1829342
Quality Food Holdings, Inc.                       Delaware                      91-1829339
QFC Sub, Inc.                                     Washington                    91-1931177
Food 4 Less Holdings, Inc.                        Delaware                      33-0642810
Ralphs Grocery Company                            Delaware                      95-4356030
Alpha Beta Company                                California                    95-1456805
Bay Area Warehouse Stores, Inc.                   California                    93-1087199
Bell Markets, Inc.                                California                    94-1569281
Cala Co.                                          Delaware                      95-4200005
Cala Foods, Inc.                                  California                    94-1342664
Crawford Stores, Inc.                             California                    95-0657410
Food 4 Less of California, Inc.                   California                    33-0293011
Food 4 Less of Southern California, Inc.          Delaware                      33-0483203
Food 4 Less Merchandising, Inc.                   California                    33-0483193
Food 4 Less GM, Inc.                              California                    95-4390406
Kroger Texas L.P.                                 Ohio                          31-1678530
RJD Assurance, Inc.                               Vermont                       03-0364178

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                             THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE
                             AND MAY BE CHANGED. WE MAY NOT SELL THESE
                             SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
                             WITH THE SECURITIES AND EXCHANGE COMMISSION IS
                             EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
                             THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER
                             TO BUY THESE SECURITIES IN ANY STATE WHERE THE
                             OFFER OR SALE IS NOT PERMITTED.

                  SUBJECT TO COMPLETION DATED FEBRUARY 2, 2000

PROSPECTUS

                                 $1,725,000,000

                                 THE KROGER CO.

                                DEBT SECURITIES
                                PREFERRED STOCK
                               DEPOSITARY SHARES
                                  COMMON STOCK
                                    WARRANTS

     We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.

     We may offer any of the following securities from time to time:

     - debt securities;

     - preferred stock;

     - depositary shares relating to preferred stock;

     - common stock; and

     - warrants to purchase debt securities, common stock or preferred stock.

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

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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

February   , 2000
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                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
About This Prospectus.......................................     2
Where You Can Find More Information.........................     2
The Kroger Co...............................................     4
Consolidated Ratio of Earnings to Fixed Charges.............     4
Use of Proceeds.............................................     4
Plan of Distribution........................................     4
Description of Debt Securities..............................     5
Description of Capital Stock................................     9
Description of the Depositary Shares........................    12
Description of the Warrants.................................    15
Experts.....................................................    17
Legal Opinions..............................................    17


                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $1,725,000,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."

                      WHERE YOU CAN FIND MORE INFORMATION

     Kroger files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and 7 World Trade Center, Suite 1300, New York, New York 10048.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's
Web site at http://www.sec.gov.

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   6

     The SEC allows us to "incorporate by reference" the information we file
with them. This means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below, which we have already filed with the
SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all of the
securities.



KROGER SEC FILINGS (FILE NO. 1-303)                   PERIOD
- -----------------------------------  -----------------------------------------
                                  
Annual Report on Form 10-K.........  Year ended January 2, 1999 (as amended).
Quarterly Reports on Form 10-Q.....  Quarters ended May 22, 1999, August 14,
                                     1999, and November 6, 1999.
Current Reports on Form 8-K or Form
  8-K/A............................  January 8, 1999; January 15, 1999;
                                     January 28, 1999; April 30, 1999; May 10,
                                     1999; May 28, 1999; May 28, 1999, as
                                     amended; June 17, 1999; June 23, 1999;
                                     June 25, 1999; July 20, 1999; August 20,
                                     1999; September 10, 1999; September 14,
                                     1999; September 22, 1999; October 21,
                                     1999; October 29, 1999; December 6, 1999;
                                     and January 12, 2000.
Registration Statement on Form
8-A/A, dated April 4, 1997, as
amended on Form 8-A/A, dated
October 18, 1998...................  Description of preferred stock purchase
                                     rights


     You may request a copy of these filings, other than any exhibits, unless we
have specifically incorporated by reference an exhibit in this prospectus, at no
cost, by writing or telephoning us at the following address:

                               The Kroger Co.
                               1014 Vine Street
                               Cincinnati, Ohio 45202-1100
                               (513) 762-4000

                               Attention: Paul Heldman

     This prospectus is part of a registration statement we filed with the SEC.
We have incorporated into this registration statement exhibits that include a
form of proposed underwriting agreement and indenture. You should read the
exhibits carefully for provisions that may be important to you.

     You should rely on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or the documents incorporated by
reference is accurate as of any date other than the date on the front of this
prospectus or those documents.

                                        3
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                                 THE KROGER CO.

     Kroger was founded in 1883 and incorporated in Ohio in 1902. As of January
2, 1999, we were the largest grocery retailer in the United States based on
annual sales. We also manufacture and process food that our supermarkets sell.
Our principal executive offices are located at 1014 Vine Street, Cincinnati,
Ohio 45202-1100, and our telephone number is (513) 762-4000.

     As of November 6, 1999, we have operated approximately 2,270 supermarkets
and multidepartment stores in 31 states, 790 convenience stores in 15 states and
380 fine jewelry stores in 25 states. One hundred thirteen of the convenience
stores are franchised to third parties in three states. We also operate
manufacturing facilities that permit us to offer quality, low-cost private label
products.

                CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

     The table below presents our consolidated ratio of earnings to fixed
charges for the periods shown:



     QUARTER ENDED                               FISCAL YEARS ENDED
- -----------------------  -------------------------------------------------------------------
NOVEMBER 6,  OCTOBER 3,  JANUARY 2,   DECEMBER 27,  DECEMBER 28,  DECEMBER 30,  DECEMBER 31,
   1999         1998        1999          1997          1996          1995          1994
(12 WEEKS)   (16 WEEKS)  (53 WEEKS)    (52 WEEKS)    (52 WEEKS)    (52 WEEKS)    (52 WEEKS)
- -----------  ----------  -----------  ------------  ------------  ------------  ------------
                                                              
    2.0         2.0          1.8          2.4           2.2           2.0           1.8


     "Earnings" includes:

     - earnings before tax expense; and

     - extraordinary loss, plus fixed charges,

     and excludes capitalized interest.

     "Fixed charges" includes:

     - interest, including capitalized interest, on all indebtedness;

     - amortization of deferred financing costs; and

     - that portion of rental expense that we believe is representative of
       interest.

                                USE OF PROCEEDS

     We will use the net proceeds from the sale of the securities to repay
amounts under our bank credit facilities, to retire debt, and for other general
corporate purposes.

                              PLAN OF DISTRIBUTION

     We may sell the securities in any one or more of the following ways:

     - directly to investors;

     - to investors through agents or dealers;

     - through underwriting syndicates led by one or more managing underwriters;
       and

     - through one or more underwriters acting alone.

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     If we use underwriters in the sale, the obligations of the underwriters to
purchase the securities will be subject to conditions. The underwriters will be
obligated to purchase all the securities offered, if any are purchased. The
underwriters will acquire the securities for their own account. The underwriters
may resell the securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or re-allowed or
paid to dealers.

     We may use agents in the sale of securities. Unless indicated in the
prospectus supplement, the agent will be acting on a best efforts basis for the
period of its appointment.

     If we use a dealer in the sale of the securities, we will sell the
securities to the dealer as principal. The dealer may then resell the securities
to the public at varying prices it determines at the time of resale.

     We also may sell the securities in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment, by a remarketing firm
acting as principal for its own account or as our agent. Remarketing firms may
be deemed to be underwriters in connection with the securities they remarket.

     We may authorize underwriters, dealers or agents to solicit offers to
purchase the securities under a delayed delivery contract providing for payment
and delivery at a future date.

     We will identify any underwriters or agents and describe their
compensation, including any discounts or commissions, in a prospectus
supplement. Underwriters, dealers and agents that participate in the
distribution of the offered securities may be underwriters as defined in the
Securities Act of 1933. Any discounts or commissions received by them from us
and any profit on the resale of the securities by them may be treated as
underwriting discounts and commissions.

     We may have agreements with the underwriters, dealers and agents to
indemnify them against some civil liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments that the underwriters,
dealers or agents may be required to make. Underwriters, dealers or agents may
engage in transactions with, or perform services for, us in the ordinary course
of their business.

                         DESCRIPTION OF DEBT SECURITIES

     This prospectus describes the terms and provisions of the debt securities.
When we offer to sell a particular series of debt securities, we will describe
the specific terms of the securities in a supplement to this prospectus. The
prospectus supplement also will indicate whether the general terms and
provisions described in this prospectus apply to the particular series of debt
securities.

     The debt securities will be issued under an indenture between Kroger and a
trustee to be selected by us. The indenture allows us to have different trustees
for each debt security offering.

     We have summarized the material terms of the indenture below. The indenture
is included as an exhibit to the registration statement for these securities
that we have filed with the SEC. You should read the indenture for the
provisions that are important to you.

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PRINCIPAL TERMS OF THE DEBT SECURITIES

     The debt securities will rank equally and ratably with all of our other
unsecured and unsubordinated indebtedness.

     A prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to that series of debt securities.
These terms will include some or all of the following:

     - their type and title;

     - their total principal amount and currency or currency unit;

     - the denominations in which they are authorized to be issued;

     - the percentage of their principal amount at which they will be issued;

     - the date on which they will mature;

     - if they bear interest, the interest rate or the method by which the
       interest rate will be determined;

     - the times at which any interest will be payable or the manner of
       determining the interest payment dates;

     - any optional or mandatory redemption periods and the redemption or
       purchase price;

     - any guarantees by our direct and indirect subsidiaries;

     - any sinking fund requirements;

     - any special United States federal income tax considerations;

     - whether they are to be issued in the form of one or more temporary or
       permanent global securities and, if so, the identity of the depositary
       for the global securities;

     - any information with respect to book-entry procedures;

     - the manner in which the amount of any payments of principal and interest
       determined by reference to an index are determined; and

     - any other specific terms not inconsistent with the indenture.

DENOMINATIONS, REGISTRATION, TRANSFER AND PAYMENT

     We will issue the debt securities in registered form without coupons or in
the form of one or more global securities, as described below under "Global
securities." We will issue registered securities denominated in U.S. dollars
only in denominations of $1,000 or any integral multiple of $1,000. We will
issue global securities in a denomination equal to the total principal amount of
outstanding debt securities of the series represented by the global security. We
will describe the denomination of debt securities denominated in a foreign or
composite currency in a prospectus supplement.

     You may present registered securities for registration of transfer at the
office of the registrar or at the office of any transfer agent designated by us.

     We will pay principal and any premium and interest on registered securities
at the office of the paying agent. We may choose to make any interest payment
(1) by check mailed to the holder's address appearing in the register or (2) by
wire transfer to an account maintained by the holder as specified in the
register. We will make interest

                                        6
   10

payments to the person in whose name the debt security is registered at the
close of business on the day or days specified by us.

     The trustee's principal office in the City of New York, Chicago,
Cincinnati, or other location, will be designated as the sole paying agent for
payments on registered securities.

GLOBAL SECURITIES

     We will deposit global securities with the depositary identified in the
prospectus supplement. A global security is a security, typically held by a
depositary, that represents the beneficial interests of a number of purchasers
of the security.

     After we issue a global security, the depositary will credit on its
book-entry registration and transfer system the respective principal amounts of
the debt securities represented by the global security to the accounts of
persons that have accounts with the depositary. These account holders are known
as "participants." The underwriters or agents participating in the distribution
of the debt securities will designate the accounts to be credited. Only a
participant or a person that holds an interest through a participant may be the
beneficial owner of a global security. Ownership of beneficial interests in the
global security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the depositary and its
participants.

     We and the trustee will treat the depositary or its nominee as the sole
owner or holder of the debt securities represented by a global security. Except
as set forth below, owners of beneficial interests in a global security will not
be entitled to have the debt securities represented by the global security
registered in their names. They also will not receive or be entitled to receive
physical delivery of the debt securities in definitive form and will not be
considered the owners or holders of the debt securities.

     Principal, any premium and any interest payments on debt securities
represented by a global security registered in the name of a depositary or its
nominee will be made to the depositary or its nominee as the registered owner of
the global security. None of Kroger, the trustee or any paying agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global
security or for maintaining, supervising or reviewing any records relating to
the beneficial ownership interests.

     We expect that the depositary, upon receipt of any payments, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of the global
security as shown on the depositary's records. We also expect that payments by
participants to owners of beneficial interests in the global security will be
governed by standing instructions and customary practices, as is the case with
the securities held for the accounts of customers registered in "street names"
and will be the responsibility of the participants.

     If the depositary is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by us within ninety days,
we will issue registered securities in exchange for the global security. In
addition, we may at any time in our sole discretion determine not to have any of
the debt securities of a series represented by global securities. In that event,
we will issue debt securities of that series in definitive form in exchange for
the global securities.

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   11

EVENTS OF DEFAULT

     When we use the term "Event of Default" in the indenture, here are examples
of what we mean:

     - we fail to pay the principal or any premium on any debt security when
       due;

     - we fail to deposit any sinking fund payment when due;

     - we fail to pay interest when due on any security for 30 days;

     - we fail to comply with any other covenant in the debt securities and this
       failure continues for 60 days after we receive written notice of it;

     - we default in any of our other indebtedness in excess of $50,000,000, and
       that results in an acceleration of maturity; or

     - we take specified actions relating to our bankruptcy, insolvency or
       reorganization.

     The supplemental indenture or the form of security for a particular series
of debt securities may include additional Events of Default or changes to the
Events of Default described above. You should refer to the prospectus supplement
for the Events of Default relating to a particular series of debt securities. A
default under one series of debt securities will not necessarily be a default
under another series.

     If an Event of Default for debt securities of any series occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
all of the debt securities of that series outstanding may require us to
immediately repay all of the principal and interest due on the debt securities
of that series. The holders of a majority in principal amount of all of the debt
securities of that series may rescind this accelerated payment requirement, if
the rescission would not conflict with any judgment or decree by a court and if
all existing Events of Default have been cured or waived.

     If an Event of Default occurs and is continuing, the trustee may pursue any
remedy available to it to collect payment or to enforce the performance of any
provision of the debt securities or the indenture.

     The holders of a majority in principal amount of the debt securities may
generally waive an existing default and its consequences.

MODIFICATION OF THE INDENTURE

     The indenture may be amended without the consent of any holder of debt
securities:

     - to cure any ambiguity, defect or inconsistency;

     - to permit a successor to assume our obligations under the indenture;

     - to add additional covenants for the benefit of holders;

     - to add additional Events of Default;

     - to add or change provisions necessary to facilitate the issuance of
       securities; or

     - to entitle the securities to the benefit of security.

     The indenture may be amended with the written consent of the holders of at
least 50% in principal amount of the debt securities of the series affected by
the amendment. Holders of at least 50% in principal amount of the debt
securities may waive our

                                        8
   12

compliance with any provision of the indenture or the debt securities by giving
notice to the trustee.

     However, no amendment or waiver that

     - changes the maturity of principal or any installment of principal or
       interest;

     - reduces the amount of principal or interest or premium payable on
       redemption;

     - reduces the amount of debt securities whose holders must consent to an
       amendment or waiver;

     - modifies provisions related to rights of holders to redeem securities at
       their option; or

     - changes other rights of holders as specifically identified in the
       indenture

will be effective against any holder without the holder's consent.

OTHER DEBT SECURITIES

     In addition to the debt securities described above, we may issue
subordinated debt securities that rank junior to our senior debt securities.
These debt securities will be described in a prospectus supplement and will be
issued pursuant to an indenture entered into between Kroger and a trustee that
we select. The indenture will be filed with the SEC and qualified under the
Trust Indenture Act.

OTHER LIMITATIONS

     The prospectus supplement may contain provisions that limit our ability to
consolidate or merge with other companies. It also may contain provisions that
limit our right to incur liens and to engage in sale and leaseback transactions.

                          DESCRIPTION OF CAPITAL STOCK

     Our Amended Articles of Incorporation authorize us to issue 1,000,000,000
shares of common stock, $1 par value per share, and 5,000,000 shares of
cumulative preferred stock, $100 par value per share. At our annual meeting of
shareholders in 1999, our shareholders authorized an increase in the authorized
shares of common stock to 2,000,000,000, but that increase has not yet been
implemented. As of November 6, 1999, there were outstanding 834,112,508 shares
of common stock, and no shares of cumulative preferred stock.

COMMON STOCK

     All outstanding common stock is, and any stock issued under this prospectus
will be, fully paid and nonassessable. Subject to rights of preferred
stockholders if any preferred stock is issued and outstanding, holders of common
stock

     - are entitled to any dividends validly declared;

     - will share ratably in our net assets in the event of a liquidation; and

     - are entitled to one vote per share, unless they are entitled to
       cumulative voting for the election of directors.

     The common stock has no conversion rights. Holders of common stock have no
preemption, subscription, redemption, or call rights related to those shares.

                                        9
   13

     The Bank of New York is the transfer agent and registrar for our common
stock.

PREFERRED STOCK

     This prospectus describes the terms and provisions of our preferred stock.
When we offer to sell a particular series of preferred stock, we will describe
the specific terms of the securities in a supplement to this prospectus. The
prospectus supplement will also indicate whether the terms and provisions
described in this prospectus apply to the particular series of preferred stock.
The preferred stock will be issued under a certificate of designations relating
to each series of preferred stock. It is also subject to our Amended Articles of
Incorporation.

     We have summarized the material portions of the certificate of designations
below. The certificate of designations will be filed with the SEC in connection
with an offering of preferred stock.

     Our Amended Articles of Incorporation authorize us to issue 5,000,000
shares of preferred stock, par value $100 per share. Our Board is authorized to
designate any series of preferred stock and the powers, preferences and rights
of the preferred stock without further shareholder action. As of November 6,
1999, we had no shares of preferred stock outstanding. On that same date, 50,000
shares were reserved for issuance under our warrant dividend plan. These shares
are designated "Series A Preferred Shares."

     Our Board is authorized to determine or fix the following terms for each
series of preferred stock, which will be described in a prospectus supplement:

     - the designation and number of shares;

     - the dividend rate;

     - the payment date for dividends and the date from which dividends are
       cumulative;

     - our redemption rights and the redemption prices;

     - amounts payable to holders on our liquidation, dissolution or winding up;

     - the amount of the sinking fund, if any;

     - whether the shares will be convertible or exchangeable, and if so the
       prices and terms; and

     - whether future shares of the series or any future series or other class
       of stock is subject to any restrictions, and if so the nature of the
       restrictions.

     When we issue shares of preferred stock, they will be fully paid and
nonassessable.

Dividends

     The holders of preferred stock will be entitled to receive cash dividends
if declared by our Board of Directors out of funds we can legally use for
payment. The prospectus supplement will indicate the dividend rates and the
dates on which we will pay dividends. The rates may be fixed or variable or
both. If the dividend rate is variable, the formula used to determine the
dividend rate will be described in the prospectus supplement. We will pay
dividends to the holders of record as they appear on the record dates fixed by
our Board.

     Our Board will not declare and pay a dividend on any series of preferred
stock unless full dividends for all series of preferred stock ranking equal as
to dividends have been

                                       10
   14

declared or paid and sufficient funds are set aside for payment. If dividends
are not paid in full, we will declare any dividends pro rata among the preferred
stock of each series and any series of preferred stock ranking equal to any
other series as to dividends. A "pro rata" declaration means that the dividends
we declare per share on each series of preferred stock will bear the same
relationship to each other that the full accrued dividends per share on each
series of the preferred stock bear to each other.

     Unless all dividends on the preferred stock have been paid in full, we will
not declare or pay any dividends or set aside sums for payment of dividends or
distributions on any common stock or on any class of security ranking junior to
the series of preferred stock, except for dividends or distributions paid for
with securities ranking junior to the preferred stock. We also will not redeem,
purchase, or otherwise acquire any securities ranking junior to the series of
preferred stock as to dividends or liquidation preferences, except by conversion
into or exchange for stock junior to the series of preferred stock.

Convertibility

     We will not convert or exchange any series of preferred stock for other
securities or property, unless otherwise indicated in the prospectus supplement.

Redemption and sinking fund

     We will not redeem or pay into a sinking fund any series of preferred
stock, unless otherwise indicated in the prospectus supplement.

Liquidation rights

     If we voluntarily or involuntarily liquidate, dissolve or wind up our
business, holders of any series of preferred stock will be entitled to receive
the liquidation preference per share specified in the prospectus supplement and
all accrued and unpaid dividends. We will pay these amounts to the holders of
each series of the preferred stock, and all amounts owing on any preferred stock
ranking equally with that series of preferred stock as to distributions upon
liquidation. These payments will be made out of our assets available for
distribution to shareholders before any distribution is made to holders of
common stock or any class of stock ranking junior to the series of preferred
stock as to dividends and liquidation preferences.

     In the event there are insufficient assets to pay the liquidation
preferences for all equally-ranked classes of preferred stock in full, we will
allocate the remaining assets equally among all series of equally-ranked
preferred stock based upon the aggregate liquidation preference for all
outstanding shares for each series. This distribution means that the
distribution we pay to the holders of all shares ranking equal as to
distributions if we dissolve, liquidate or wind up our business will bear the
same relationship to each other that the full distributable amounts for which
the holders are respectively entitled if we dissolve, liquidate or wind up our
business bear to each other. After we pay the full amount of the liquidation
preference to which they are entitled, the holders of shares of a series of
preferred stock will not be entitled to participate in any further distribution
of our assets.

Voting rights

     Holders of preferred stock will be entitled to one vote per share, unless
otherwise indicated in the prospectus supplement or otherwise required by law.

                                       11
   15

Transfer agent and registrar

     The prospectus supplement for each series of preferred stock will name the
transfer agent and registrar.

PREFERRED STOCK PURCHASE RIGHTS

     On February 28, 1996, we adopted a shareholders' rights plan providing for
stock purchase rights to owners of Kroger common shares. The shareholders'
rights plan was amended and restated on April 4, 1997, and further amended on
October 18, 1998. Each right, when exercisable, entitles the holder to purchase
from us one ten-thousandth of a share. The rights will become exercisable, and
separately tradeable, ten days after a person or group acquires 10% or more of
our common shares or ten business days following a tender offer or exchange
offer resulting in a person or group having beneficial ownership of 10% or more
of our common shares. In the event the rights become exercisable, each right
will entitle the holder the right, if that holder pays the exercise price, to
purchase Kroger common shares, having a market value of twice the exercise price
of the right. Under other circumstances, including some acquisitions of Kroger
in a merger or other business combination transaction, or if 50% or more of our
assets or earning power are sold under some circumstances, each right will
entitle the holder to receive upon payment of the exercise price, shares of
common stock of the acquiring company with a market value of twice the exercise
price. At our option, the rights, before becoming exercisable, are redeemable in
their entirety at a price of $.01 per right. The rights may be adjusted and
expire March 19, 2006.

     This summary is qualified by the full text of the shareholders' rights
plan. A copy of this plan is filed as an exhibit to the registration statement
and is incorporated into this prospectus by reference.

                      DESCRIPTION OF THE DEPOSITARY SHARES

     This prospectus describes the terms and provisions of our depositary
shares. When we offer to sell depositary shares, we will describe the specific
terms for the securities in a supplement to this prospectus. The prospectus
supplement also will indicate whether the terms and provisions described in this
prospectus apply to the depositary shares being offered.

     We have summarized the material portions of the deposit agreement below.
The deposit agreement will be filed with the SEC in connection with an offering
of depositary shares.

     We may offer fractional interests in preferred stock, rather than full
shares of preferred stock. If we do, we will provide for a depositary to issue
to the public receipts for depositary shares, each of which will represent
ownership of and entitlement to all rights and preferences of a fractional
interest in a share of preferred stock of a specified series. These rights
include dividend, voting, redemption and liquidation rights. The applicable
fraction will be specified in a prospectus supplement. The shares of preferred
stock represented by the depositary shares will be deposited with a depositary
named in a prospectus supplement, under a deposit agreement among us, the
depositary and the holders of the depositary receipts.

     The depositary shares will be evidenced by depositary receipts issued under
the deposit agreement. The depositary will be the transfer agent, registrar and
dividend

                                       12
   16

disbursing agent for the depositary shares. Holders of depositary receipts agree
to be bound by the deposit agreement, which requires holders to file proof of
residence and pay charges.

DIVIDENDS

     The depositary will distribute all cash dividends or other cash
distributions received to the record holders of depositary receipts in
proportion to the number of depositary shares owned by them on the relevant
record date. The record date will be the same date as the record date we fix for
the applicable series of preferred stock.

     If we make a non-cash distribution, the depositary will distribute property
to the holders of depositary receipts, unless the depositary determines, after
consultation with us, that it is not feasible to make this distribution. If this
occurs, the depositary may, with our approval, adopt any other method for the
distribution as it deems appropriate, including the sale of the property and
distribution of the net proceeds from the sale.

LIQUIDATION PREFERENCE

     If we voluntarily or involuntarily liquidate, dissolve or wind up our
business, the holders of each depositary share will receive the fraction of the
liquidation preference accorded each share of the applicable series of preferred
stock.

REDEMPTION

     If we redeem the series of preferred stock underlying the depositary
shares, we will redeem the depositary shares from the redemption proceeds of the
preferred stock held by the depositary. Whenever we redeem any preferred stock
held by the depositary, the depositary will redeem on the same redemption date
the number of depositary shares representing the preferred stock being redeemed.
The depositary will mail the notice of redemption between 30 to 60 days prior to
the date fixed for redemption to the record holders of the depositary receipts.

VOTING

     The depositary will promptly mail information contained in any notice of
meeting it receives from us to the record holders of the depositary receipts.
Each record holder of depositary receipts will be entitled to instruct the
depositary as to its exercise of its voting rights pertaining to the number of
shares of preferred stock represented by its depositary shares. The depositary
will try, if practical, to vote the preferred stock underlying the depositary
shares according to the instructions received. We will agree to try to take all
action that the depositary finds necessary in order to enable the depositary to
vote the preferred stock in that manner. The depositary will not vote any of the
preferred stock for which it does not receive specific instructions from the
holders of depositary receipts.

WITHDRAWAL OF PREFERRED STOCK

     If holders surrender depositary receipts at the principal office of the
depositary and pay any unpaid amount due to the depositary, the owner of the
depositary shares is entitled to receive the number of whole shares of preferred
stock and all money and other property represented by the depositary shares.
Partial shares of preferred stock will not be issued. If the holder delivers
depositary receipts evidencing a number of depositary shares that represent more
than a whole number of shares of preferred stock, the depositary will issue a
new depositary receipt evidencing the excess number of depositary shares to that
holder.

                                       13
   17

Holders of preferred stock received in exchange for depositary shares will no
longer be entitled to deposit these shares under the deposit agreement or to
receive depositary receipts.

AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT

     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between us and
the depositary. However, any amendment that materially and adversely alters the
rights of the holders, other than any change in fees, of depositary shares will
not be effective unless approved by the holders of at least a majority of the
depositary shares then outstanding. An amendment may not impair the right of any
owner of any depositary shares to surrender its depositary receipt with
instructions to the depositary in exchange for preferred stock, money and
property, except in order to comply with mandatory provisions of applicable law.
The deposit agreement may be terminated by us or the depositary only if:

     - all outstanding depositary shares have been redeemed; or

     - there has been a final distribution to the holders of the preferred stock
       in connection with the liquidation, dissolution or winding up of our
       business, and the distribution has been made to all the holders of
       depositary shares.

CHARGES OF DEPOSITARY

     We will pay all transfer and other taxes and governmental charges
attributable solely to the depositary arrangements. We will pay the depositary's
charges for the initial deposit of the preferred stock and the initial issuance
of the depositary shares, any redemption of the preferred stock and all
exchanges for preferred stock. Holders of depositary receipts will pay transfer,
income and other taxes and governmental charges and other charges stated in the
deposit agreement to be for their accounts. In some circumstances, the
depositary may refuse to transfer depositary shares, may withhold dividends and
distributions and may sell the depositary shares if those charges are not paid.

OBLIGATIONS OF DEPOSITARY

     The depositary will forward to the holders of depositary receipts all
reports and communications from us that are delivered to it and that we are
required to furnish to the holders of the preferred stock. In addition, the
depositary will make available for inspection by holders of depositary receipts
at its principal office, and at other places it deems advisable, any reports and
communications received from us.

     We will not assume, and the depositary will not assume, any obligation or
any liability under the deposit agreement to holders of depositary receipts
other than for gross negligence or willful misconduct. We will not be liable,
and the depositary will not be liable, if we are prevented or delayed by law or
any circumstance beyond our control in performing our obligations under the
deposit agreement. Our obligations and the depositary's obligations under the
deposit agreement will be limited to performance in good faith of our and their
duties. We and the depositary will not be obligated to prosecute or defend any
legal proceeding related to any depositary shares or preferred stock unless we
receive satisfactory indemnity. We and the depositary may rely on written advice
of our counsel or accountants, on information provided by holders of depositary
receipts or other persons believed in good faith to be competent to give this
information. We also may rely on documents believed to be genuine and to have
been signed or presented by the proper party or parties.

                                       14
   18

RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by delivering to us notice of its
election to do so. At any time we may remove the depositary. The resignation or
removal will take effect after a successor depositary is appointed and has
accepted the appointment. We must appoint a successor within 60 days after
delivery of the notice for resignation or removal and the successor depositary
must be a bank or trust company having its principal office in the United States
and having a combined capital and surplus of at least $150,000,000.

FEDERAL INCOME TAX CONSEQUENCES

     Owners of the depositary shares will be treated for federal income tax
purposes as if they were owners of the preferred stock underlying the depositary
shares. Accordingly, the owners will be entitled to take into account for
federal income tax purposes income and deductions to which they would be
entitled if they were holders of the preferred stock. In addition:

     - no gain or loss will be recognized for federal income tax purposes upon
       the withdrawal of preferred stock in exchange for depositary shares;

     - the tax basis of each share of preferred stock to an exchanging owner of
       depositary shares will, when exchanged, be the same as the aggregate tax
       basis of the depositary shares being exchanged; and

     - the holding period for preferred stock in the hands of an exchanging
       owner of depositary shares will include the period during which that
       person owned the depositary shares.

                          DESCRIPTION OF THE WARRANTS

     This prospectus describes the terms and provisions of the warrants. When we
offer to sell warrants, we will describe the specific terms of the warrants and
warrant agreement in a supplement to this prospectus. The prospectus supplement
also will indicate whether the terms and provisions described in this prospectus
apply to the warrants being offered.

     We have summarized the material portions of the warrant agreement below.
The warrant agreement will be filed with the SEC in connection with an offering
of warrants. You should read the warrant agreement for the provisions that are
important to you.

     We may issue warrants for the purchase of our debt securities, preferred
stock or common stock. Warrants may be issued alone or together with debt
securities, preferred stock or common stock offered by any prospectus supplement
and may be attached to or separate from those securities. Each series of
warrants will be issued under a separate warrant agreement to be entered into
between us and a bank or trust company, as warrant agent. The warrant agent will
act solely as our agent in connection with the warrants and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants.

DEBT WARRANTS

     The prospectus supplement relating to a particular issue of warrants to
issue debt securities will describe the terms of the debt warrants, including
the following:

     - their title;

     - their offering price;

                                       15
   19

     - their aggregate number;

     - the designation and terms of the debt securities that can be purchased
       when they are exercised;

     - the designation and terms of the debt securities that are issued with the
       warrants and the number of warrants issued with each debt security;

     - the date when they and any debt securities issued will be separately
       transferable;

     - the principal amount of debt securities that can be purchased when they
       are exercised and the purchase price;

     - the date on which the right to exercise warrants begins and the date on
       which the right expires;

     - the minimum or maximum amount of warrants that may be exercised at any
       one time;

     - whether they and the debt securities that may be issued when they are
       exercised will be issued in registered or bearer form;

     - information about book-entry procedures;

     - the currency or currency units in which the offering price and the
       exercise price are payable;

     - a discussion of material United States federal income tax considerations;

     - the antidilution provisions; and

     - the redemption or call provisions.

STOCK WARRANTS

     The prospectus supplement relating to any particular issue of warrants to
issue common stock or preferred stock will describe the terms of the stock
warrants, including the following:

     - their title;

     - their offering price;

     - their aggregate number;

     - the designation and terms of the common stock or preferred stock that can
       be purchased when they are exercised;

     - the designation and terms of the common stock or preferred stock that is
       issued and the number of warrants issued with shares of each common stock
       or preferred stock;

     - the date when they and any common stock or preferred stock issued will be
       separately transferable;

     - the number of shares of common stock or preferred stock that can be
       purchased when they are exercised and the purchase price;

     - the date on which the right to exercise them begins and the date on which
       the right expires;

     - the minimum or maximum amount that may be exercised at any one time;

                                       16
   20

     - the currency or currency units in which the offering price and the
       exercise price are payable;

     - a discussion of material United States federal income tax considerations;

     - the antidilution provisions; and

     - the redemption or call provisions.

                                    EXPERTS

     The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of The Kroger Co. for the year ended January 2,
1999 and to the Current Reports on Form 8-K dated August 20, 1999 and October
29, 1999 have been so incorporated in reliance on the reports (which contain an
explanatory paragraph relating to the Company's change in its application of the
LIFO method of accounting for store inventories as of December 28, 1997) of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

     The financial statements incorporated in this prospectus by reference to
the Current Report on Form 8-K dated May 10, 1999, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

     The supplemental consolidated financial statements incorporated in this
prospectus by reference to the Current Report on Form 8-K dated May 28, 1999,
have been so incorporated in reliance on the report (which contains an
explanatory paragraph that describes a change in the Company's application of
the LIFO method of accounting for store inventories and an explanatory paragraph
that discloses that the supplemental financial statements give retroactive
effect to the merger of The Kroger Co. and Fred Meyer, Inc. on May 27, 1999,
which has been accounted for as a pooling of interests) of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

     The consolidated financial statements of Fred Meyer, Inc., as of January
30, 1999 and January 31, 1998 and for the fiscal years ended January 30, 1999,
January 31, 1998, and February 1, 1997, incorporated in this prospectus by
reference to Kroger's Current Report on Form 8-K dated May 28, 1999, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

     Documents incorporated by reference in the future in this prospectus will
include financial statements, related schedules, if required, and auditors'
reports. The financial statements and schedules will have been audited to the
extent and for the periods identified in the reports by the firm submitting the
report. If audited financials are incorporated by reference, it will be based on
reports given on the authority of the issuing firm as experts in accounting and
auditing.

                                 LEGAL OPINIONS

     The validity of the securities we are offering will be passed upon for us
by Paul Heldman, Esq., Senior Vice President, Secretary and General Counsel of
Kroger. As of May 30, 1999, Mr. Heldman owned approximately 44,137 shares of
Kroger common stock, and had options to acquire an additional 204,583 shares.

                                       17
   21

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The expenses in connection with the issuance and distribution of the
Securities being registered, other than underwriting compensation, are estimated
as follows:

                                                    
Registration Fee for Registration Statement..........  $455,400
Accounting Fees and Expenses.........................    50,000
Blue Sky Fees and Expenses...........................    15,000
Legal Fees and Expenses..............................    75,000
Printing and Engraving Fees..........................    75,000
Miscellaneous........................................    50,000
                                                       --------
  TOTAL..............................................  $720,400*
                                                       ========



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

* All amounts are estimated except for the registration fee.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Registrant's Regulations (bylaws) each present or former
director, officer or employee of the Registrant and each person who is serving
or shall have served at the request of the Registrant as a director, officer, or
employee of another corporation (and his heirs, executors and administrators)
will be indemnified by the Registrant against expenses actually and necessarily
incurred by him, and also against expenses, judgments, decrees, fines,
penalties, or amounts paid in settlement, in connection with the defense of any
pending or threatened action, suit, or proceeding, criminal or civil, to which
he is or may be made a party by reason of being or having been such director,
officer, or employee, provided (1) he is adjudicated or determined not to have
been negligent or guilty of misconduct in the performance of his duty to the
Registrant or such other corporation, (2) he is determined to have acted in good
faith in what he reasonably believed to be the best interest of the Registrant
or of such other corporation, and (3) in any matter the subject of a criminal
action, suit, or proceeding, he is determined to have had no reasonable cause to
believe that his conduct was unlawful. See also Ohio Revised Code, Section
1701.13.

     The Registrant also maintains directors' and officers' reimbursement and
liability insurance pursuant to policies with aggregate limits of $125 million.

ITEM 16.  EXHIBITS

      
  1.1   --  Form of Underwriting Agreement. Incorporated by reference to
            Exhibit 1.1 to The Kroger Co.'s Registration Statement on
            Form S-3 (Registration No. 333-85727) filed with the SEC on
            August 20, 1999.



                                      II-1
   22
      
  4.1   --  Amended Articles of Incorporation of The Kroger Co. are
            incorporated by reference to Exhibit 3.1 of The Kroger Co.'s
            Quarterly Report on Form 10-Q for the quarter ended October
            3, 1998. The Kroger Co.'s Regulations are incorporated by
            reference to Exhibit 4.2 of The Kroger Co.'s Registration
            Statement on Form S-3 (Registration No. 33-57552) filed with
            the SEC on January 28, 1993.
  4.2   --  Rights Agreement, including form of Rights Certificate,
            incorporated by reference to The Kroger Co.'s Registration
            Statements on Form 8-A/A dated April 4, 1997 and October 18,
            1998.
  4.3   --  Form of Senior Indenture (including form of securities).
            Incorporated by reference to Exhibit 4.3 to the Registrant's
            Registration Statement on Form S-3 (Registration No.
            333-74389).
 *4.4   --  Certificate of Designation of series of preferred shares.
 *4.5   --  Form of Deposit Agreement for depositary shares.
 *4.6   --  Form of Warrant Agreement, including form of warrant
            certificate.
  5.1   --  Opinion of Paul Heldman, Esq., including his consent.
 12.1   --  Computation of Ratio of Earnings to Fixed Charges.
 23.1   --  Consent of PricewaterhouseCoopers LLP.
 23.2   --  Consent of Deloitte & Touche LLP.
 23.3   --  Consent of Paul Heldman, Esq., included in Exhibit 5.1.
 24.1   --  Powers of Attorney.
 25.1   --  Form T-1 Statement of Eligibility and Qualification under
            the Trust Indenture Act of 1939. Incorporated by reference
            to Exhibit 25.1 to the Registrant's Current Report on Form
            8-K dated April 30, 1999.



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

* To be filed as an Exhibit to a document to be incorporated by reference for
  the specific offering of securities, if any, to which it relates.

ITEM 17.  UNDERTAKINGS.

     (a) The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
     of the Securities registered hereby, a post-effective amendment to this
     Registration Statement: (i) to include any prospectus required by Section
     10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus
     any facts or events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change in the
     information set forth in this Registration Statement; (iii) to include any
     material information with respect to the plan of distribution not
     previously disclosed in this Registration Statement or any material change
     to such information in this Registration Statement; provided, however, that
     the undertakings set forth in clauses (1)(i) and (1)(ii) above do not apply
     if the information required to be included in a post-effective amendment by
     those clauses is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this Registration Statement.

                                      II-2
   23

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new Registration Statement relating to the Securities offered
     therein, and the offering of such Securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the Securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the Securities offered therein, and the offering of such Securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions of Item 15 of Part II or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in said Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act, and will be governed by the final adjudication of such issue.

     (d) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.

                                      II-3
   24

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 February 2, 2000.

                                          THE KROGER CO.

                                          BY        /s/ BRUCE M. GACK
                                            ------------------------------------
                                             Bruce M. Gack
                                             Assistant Secretary

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

                                   REGISTRANT



                  SIGNATURE                              TITLE
                  ---------                              -----

                                                                    
  *  /s/ REUBEN V. ANDERSON                    Director
- ---------------------------------------------
            Reuben V. Anderson

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

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

  *  /s/ JOHN L. CLENDENIN                     Director
- ---------------------------------------------
            John L. Clendenin

  *  /s/ DAVID B. DILLON                       Director, President and
- ---------------------------------------------  Chief Operating Officer
            David B. Dillon

                                               Director
- ---------------------------------------------
            Carlton J. Jenkins

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

  *  /s/ JOHN T. LAMACCHIA                     Director
- ---------------------------------------------
            John T. LaMacchia


                                      II-4
   25



                  SIGNATURE                              TITLE                     DATE
                  ---------                              -----                     ----

                                                                    
  *  /s/ EDWARD M. LIDDY                       Director
- ---------------------------------------------
            Edward M. Liddy

  *  /s/ CLYDE R. MOORE                        Director
- ---------------------------------------------
            Clyde R. Moore

  *  /s/ T. BALLARD MORTON, JR.                Director
- ---------------------------------------------
            T. Ballard Morton, Jr.

  *  /s/ THOMAS H. O'LEARY                     Director
- ---------------------------------------------
            Thomas H. O'Leary

  *  /s/ KATHERINE D. ORTEGA                   Director
- ---------------------------------------------
            Katherine D. Ortega

  *  /s/ JOSEPH A. PICHLER                     Chairman of the Board of
- ---------------------------------------------  Directors, Chief
            Joseph A. Pichler                  Executive Officer, and
                                               Director

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

  *  /s/ J. MICHAEL SCHLOTMAN                  Group Vice President and
- ---------------------------------------------  Chief Financial
            J. Michael Schlotman               Officer -- Principal
                                               Financial and Accounting
                                               Officer

  *  /s/ MARTHA ROMAYNE SEGER                  Director
- ---------------------------------------------
            Martha Romayne Seger

  *  /s/ BOBBY S. SHACKOULS                    Director
- ---------------------------------------------
            Bobby S. Shackouls

  *  /s/ JAMES D. WOODS                        Director
- ---------------------------------------------
            James D. Woods

*By  /s/ BRUCE M. GACK
- ---------------------------------------------
            Bruce M. Gack
            As Attorney-in-fact
                                                                             February 2, 2000


                                      II-5
   26

                      CO-REGISTRANT OFFICERS AND DIRECTORS



                  SIGNATURE                              TITLE                    DATE
                                                                                All as of
                                                                            February 2, 2000

                                                                     
Dillon Companies, Inc.

      /s/ DAVID B. DILLON                      Director and Chairman of
- ---------------------------------------------  the Board (Principal
             David B. Dillon                   Executive Officer)

      /s/ FRANK J. REMAR                       Director, Vice President,
- ---------------------------------------------  and Treasurer (Principal
             Frank J. Remar                    Financial Officer)

      /s/ SCOTT M. HENDERSON                   Vice President and
- ---------------------------------------------  Controller (Principal
             Scott M. Henderson                Accounting Officer)

                                               Director
- ---------------------------------------------
             Warren F. Bryant

      /s/ PAUL W. HELDMAN                      Director, Vice President,
- ---------------------------------------------  and Assistant Secretary
             Paul W. Heldman

                                               Director and Vice
- ---------------------------------------------  President
             W. Rodney McMullen

Drugs Distributors, Inc.

      /s/ J. ROBERT RICE                       Director and President
- ---------------------------------------------  (Principal Executive
             J. Robert Rice                    Officer)

      /s/ LAWRENCE M. TURNER                   Treasurer (Principal
- ---------------------------------------------  Financial and Accounting
             Lawrence M. Turner                Officer)

      /s/ PAUL W. HELDMAN                      Director and Secretary
- ---------------------------------------------
             Paul W. Heldman

                                               Director
- ---------------------------------------------
             Thomas P. O'Brien, Jr.


                                      II-6
   27



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
Henpil, Inc.

      /s/ LEE BREWER                           President and Director
- ---------------------------------------------  (Principal Executive
             Lee Brewer                        Officer)

      /s/ STEVEN MCMILLAN                      Director, Treasurer, and
- ---------------------------------------------  Secretary (Principal
             Steven McMillan                   Financial and Accounting
                                               Officer)

                                               Director
- ---------------------------------------------
             Thomas P. O'Brien, Jr.

Inter-American Foods, Inc.

      /s/ GEOFFREY J. COVERT                   President (Principal
- ---------------------------------------------  Executive Officer)
             Geoffrey J. Covert

      /s/ W. RODNEY MCMULLEN                   Vice President and Chief
- ---------------------------------------------  Financial Officer
             W. Rodney McMullen                (Principal Financial
                                               Officer)

      /s/ LAWRENCE M. TURNER                   Treasurer (Principal
- ---------------------------------------------  Accounting Officer)
             Lawrence M. Turner

      /s/ PAUL W. HELDMAN                      Director and Vice
- ---------------------------------------------  President
             Paul W. Heldman

                                               Director
- ---------------------------------------------
             Thomas P. O'Brien, Jr.

      /s/ BRUCE M. GACK                        Director
- ---------------------------------------------
             Bruce M. Gack

J. V. Distributing, Inc.

      /s/ W. RODNEY MCMULLEN                   President (Principal
- ---------------------------------------------  Executive Officer)
             W. Rodney McMullen

      /s/ LAWRENCE M. TURNER                   Treasurer (Principal
- ---------------------------------------------  Financial and Accounting
             Lawrence M. Turner                Officer)


                                      II-7
   28



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
      /s/ PAUL W. HELDMAN                      Director and Vice
- ---------------------------------------------  President
             Paul W. Heldman

                                               Director
- ---------------------------------------------
             Thomas P. O'Brien, Jr.

      /s/ BRUCE M. GACK                        Director and Secretary
- ---------------------------------------------
             Bruce M. Gack

KRGP Inc.
KRLP Inc.
Kroger Limited Partnership I
  By KRGP Inc., the General Partner
Kroger Limited Partnership II
  By KRGP Inc., the General Partner
Kroger Texas L.P.
  By KRGP Inc., the General Partner

      /s/ JOSEPH A. PICHLER                    Director, Chairman of the
- ---------------------------------------------  Board, and Chief Executive
             Joseph A. Pichler                 Officer (Principal
                                               Executive Officer)

      /s/ LAWRENCE M. TURNER                   Vice President and
- ---------------------------------------------  Treasurer (Principal
             Lawrence M. Turner                Financial and Accounting
                                               Officer)

      /s/ PAUL W. HELDMAN                      Director, Vice President,
- ---------------------------------------------  and Secretary
             Paul W. Heldman

                                               Director
- ---------------------------------------------
             Thomas P. O'Brien, Jr.

      /s/ BRUCE M. GACK                        Director
- ---------------------------------------------
             Bruce M. Gack


                                      II-8
   29



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
The Kroger Co. of Michigan

      /s/ M. MARNETTE PERRY                    Director, Chairman of the
- ---------------------------------------------  Board, and Chief Executive
             M. Marnette Perry                 Officer (Principal
                                               Executive Officer)

      /s/ TIMOTHY M. TERRELL                   Treasurer and Secretary
- ---------------------------------------------  (Principal Financial and
             Timothy M. Terrell                Accounting Officer)

                                               Director and Vice
- ---------------------------------------------  President
             Paul W. Heldman

      /s/ JAMES PERUN                          Director and Vice
- ---------------------------------------------  President-Operations
             James Perun

Kroger Dedicated Logistics Co.

      /s/ PAUL W. HELDMAN                      Director and President
- ---------------------------------------------  (Principal Executive
             Paul W. Heldman                   Officer)

      /s/ LAWRENCE M. TURNER                   Director, Vice President,
- ---------------------------------------------  and Treasurer (Principal
             Lawrence M. Turner                Financial and Accounting
                                               Officer)

                                               Director
- ---------------------------------------------
             W. Rodney McMullen

Peyton's-Southeastern, Inc.

      /s/ J. ROBERT RICE                       Director and President
- ---------------------------------------------  (Principal Executive
             J. Robert Rice                    Officer)

      /s/ ROBERT WELTY                         Treasurer and Secretary
- ---------------------------------------------  (Principal Financial and
             Robert Welty                      Accounting Officer)


                                      II-9
   30



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
                                               Director
- ---------------------------------------------
             Terry L. Cox

      /s/ PAUL W. HELDMAN                      Director and Assistant
- ---------------------------------------------  Secretary
             Paul W. Heldman

Rocket Newco, Inc.

      /s/ THOMAS P. O'BRIEN, JR.               Director and President
- ---------------------------------------------  (Principal Executive
             Thomas P. O'Brien, Jr.            Officer)

      /s/ STEVEN MCMILLAN                      Vice President, Treasurer,
- ---------------------------------------------  and Secretary (Principal
             Steven McMillan                   Financial and Accounting
                                               Officer)

                                               Director and Vice
- ---------------------------------------------  President
             Lee Brewer

Topvalco, Inc.

      /s/ JAMES E. HODGE                       President (Principal
- ---------------------------------------------  Executive Officer)
             James E. Hodge

      /s/ LAWRENCE M. TURNER                   Director, Vice President,
- ---------------------------------------------  Treasurer, and Assistant
             Lawrence M. Turner                Secretary (Principal
                                               Financial and Accounting
                                               Officer)

                                               Director and Vice
- ---------------------------------------------  President
             Paul W. Heldman

      /s/ THOMAS P. O'BRIEN, JR.               Director and Assistant
- ---------------------------------------------  Secretary
             Thomas P. O'Brien, Jr.

Vine Court Assurance Incorporated

      /s/ J. MICHAEL SCHLOTMAN                 Director and President
- ---------------------------------------------  (Principal Executive
             J. Michael Schlotman              Officer)


                                      II-10
   31



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
      /s/ LAWRENCE M. TURNER                   Treasurer (Principal
- ---------------------------------------------  Financial Officer)
             Lawrence M. Turner

      /s/ DANNY L. MCDANIEL                    Director, Controller, and
- ---------------------------------------------  Chief Accounting Officer
             Danny L. McDaniel                 (Principal Accounting
                                               Officer)

      /s/ BRUCE M. GACK                        Director and Vice
- ---------------------------------------------  President
             Bruce M. Gack

                                               Director
- ---------------------------------------------
             L. Thomas Aydt II

                                               Director
- ---------------------------------------------
             Alan D. Port

Wydiv, Inc.

      /s/ JACK CANNON                          Director and President
- ---------------------------------------------  (Principal Executive
             Jack Cannon                       Officer)

      /s/ STEVEN MCMILLAN                      Director, Vice President,
- ---------------------------------------------  Treasurer and Secretary
             Steven McMillan                   (Principal Financial and
                                               Accounting Officer)

                                               Director
- ---------------------------------------------
             Thomas P. O'Brien, Jr.

City Market, Inc.

      /s/ ANTHONY PRINSTER                     President (Principal
- ---------------------------------------------  Executive Officer)
             Anthony Prinster

      /s/ RONALD WARREN                        Vice President and
- ---------------------------------------------  Treasurer (Principal
             Ronald Warren                     Financial Officer)

      /s/ STAN HOSMAN                          Controller (Principal
- ---------------------------------------------  Accounting Officer)
             Stan Hosman


                                      II-11
   32



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

      /s/ FRANK J. REMAR                       Director
- ---------------------------------------------
             Frank J. Remar

                                               Director
- ---------------------------------------------
             Warren F. Bryant

Dillon Real Estate Co., Inc.

      /s/ FRANK J. REMAR                       Director and President
- ---------------------------------------------  (Principal Executive
             Frank J. Remar                    Officer)

      /s/ SCOTT M. HENDERSON                   Treasurer (Principal
- ---------------------------------------------  Financial and Accounting
             Scott M. Henderson                Officer)

      /s/ DAVID B. DILLON                      Director and Vice
- ---------------------------------------------  President
             David B. Dillon

                                               Director and Vice
- ---------------------------------------------  President
             Warren F. Bryant

Jackson Ice Cream Co., Inc.

      /s/ JOHN D. COX                          President (Principal
- ---------------------------------------------  Executive Officer)
             John D. Cox

      /s/ FRANK J. REMAR                       Director, Vice President,
- ---------------------------------------------  and Treasurer (Principal
             Frank J. Remar                    Financial and Accounting
                                               Officer)

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

                                               Director
- ---------------------------------------------
             Warren F. Bryant


                                      II-12
   33



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
Junior Food Stores of West Florida, Inc.

      /s/ MARK SALISBURY                       President (Principal
- ---------------------------------------------  Executive Officer)
             Mark Salisbury

      /s/ FRANK J. REMAR                       Director, Vice President,
- ---------------------------------------------  and Treasurer (Principal
             Frank J. Remar                    Financial and Accounting
                                               Officer)

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

                                               Director
- ---------------------------------------------
             Warren F. Bryant

Kwik Shop, Inc.

      /s/ HENRY R. WAGUESPACK                  President (Principal
- ---------------------------------------------  Executive Officer)
             Henry R. Waguespack

      /s/ FRANK J. REMAR                       Director, Vice President,
- ---------------------------------------------  and Treasurer (Principal
             Frank J. Remar                    Financial and Accounting
                                               Officer)

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

                                               Director
- ---------------------------------------------
             Warren F. Bryant

Mini Mart, Inc.

      /s/ SAMUEL L. SHARP                      President (Principal
- ---------------------------------------------  Executive Officer)
             Samuel L. Sharp

      /s/ FRANK J. REMAR                       Director and Treasurer
- ---------------------------------------------  (Principal Financial and
             Frank J. Remar                    Accounting Officer)


                                      II-13
   34



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

                                               Director
- ---------------------------------------------
             Warren F. Bryant

Quik Stop Markets, Inc.

      /s/ VAN S. TARVER                        President (Principal
- ---------------------------------------------  Executive Officer)
             Van S. Tarver

      /s/ FRANK J. REMAR                       Director, Vice President,
- ---------------------------------------------  and Treasurer (Principal
             Frank J. Remar                    Financial and Accounting
                                               Officer)

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

                                               Director
- ---------------------------------------------
             Warren F. Bryant

THGP Co., Inc.
THLP Co., Inc.
Turkey Hill, L.P.
  By THGP Co., Inc.,
  its General Partner

      /s/ WARREN F. BRYANT                     Director and President
- ---------------------------------------------  (Principal Executive
             Warren F. Bryant                  Officer)

      /s/ FRANK J. REMAR                       Director, President, Chief
- ---------------------------------------------  Financial Officer, and
             Frank J. Remar                    Treasurer (Principal
                                               Financial and Accounting
                                               Officer)

                                               Director, Vice President,
- ---------------------------------------------  and Assistant Secretary
             Robert Moeder


                                      II-14
   35



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
Wells Aircraft, Inc.

      /s/ GARY W. CROW                         President (Principal
- ---------------------------------------------  Executive Officer)
             Gary W. Crow

      /s/ FRANK J. REMAR                       Director, Vice President,
- ---------------------------------------------  and Treasurer (Principal
             Frank J. Remar                    Financial and Accounting
                                               Officer)

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

                                               Director
- ---------------------------------------------
             Warren F. Bryant

Fred Meyer Stores, Inc.

      /s/ KENNETH THRASHER                     President and Chief
- ---------------------------------------------  Executive Officer
             Kenneth Thrasher                  (Principal Executive
                                               Officer)

      /s/ ROBERT B. DIMOND                     Vice President and Chief
- ---------------------------------------------  Financial Officer
             Robert B. Dimond                  (Principal Financial
                                               Officer)

      /s/ LAWRENCE M. TURNER                   Vice President and
- ---------------------------------------------  Treasurer (Principal
             Lawrence M. Turner                Accounting Officer)

                                               Director
- ---------------------------------------------
             Joseph A. Pichler

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

      /s/ PAUL W. HELDMAN                      Director
- ---------------------------------------------
             Paul W. Heldman


                                      II-15
   36



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
Fred Meyer, Inc.
CB&S Advertising Agency, Inc.
Distribution Trucking Company
FM, Inc.
FM Holding Corporation
Grand Central, Inc.
FM Retail Services, Inc.
Fred Meyer of Alaska, Inc.
Fred Meyer of California, Inc.
Roundup Co.
JH Properties, Inc.
Smith's Beverage of Wyoming, Inc.
Smitty's Supermarkets, Inc.
Smitty's Super Valu, Inc.
Compare, Inc.
Saint Lawrence Holding Company
Smitty's Equipment Leasing, Inc.
Treasure Valley Land Company, L.C.
Western Property Investment Group, Inc.
Hughes Markets, Inc.
Hughes Realty, Inc.
KU Acquisition Corporation

      /s/ WARREN F. BRYANT                     President and Chief
- ---------------------------------------------  Executive Officer
             Warren F. Bryant                  (Principal Executive
                                               Officer)

      /s/ ROBERT B. DIMOND                     Vice President and Chief
- ---------------------------------------------  Financial Officer
             Robert B. Dimond                  (Principal Financial
                                               Officer)

      /s/ LAWRENCE M. TURNER                   Vice President and
- ---------------------------------------------  Treasurer (Principal
             Lawrence M. Turner                Accounting Officer)

                                               Director
- ---------------------------------------------
             Joseph A. Pichler

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

      /s/ PAUL W. HELDMAN                      Director, Vice President,
- ---------------------------------------------  and Secretary
             Paul W. Heldman


                                      II-16
   37



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
Fred Meyer Jewelers, Inc.
Merksamer Jewelers, Inc.

      /s/ MICHAEL H. DON                       Chief Executive Officer
- ---------------------------------------------  (Principal Executive
             Michael H. Don                    Officer)

      /s/ ROBERT B. DIMOND                     Vice President and Chief
- ---------------------------------------------  Financial Officer
             Robert B. Dimond                  (Principal Financial
                                               Officer)

      /s/ LAWRENCE M. TURNER                   Vice President and
- ---------------------------------------------  Treasurer (Principal
             Lawrence M. Turner                Accounting Officer)

                                               Director
- ---------------------------------------------
             Joseph A. Pichler

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

      /s/ PAUL W. HELDMAN                      Director, Vice President,
- ---------------------------------------------  and Secretary
             Paul W. Heldman

Smith's Food & Drug Centers, Inc.

      /s/ WARREN F. BRYANT                     Chief Executive Officer
- ---------------------------------------------  (Principal Executive
             Warren F. Bryant                  Officer)

      /s/ ROBERT B. DIMOND                     Vice President and Chief
- ---------------------------------------------  Financial Officer
             Robert B. Dimond                  (Principal Financial
                                               Officer)

      /s/ LAWRENCE M. TURNER                   Vice President and
- ---------------------------------------------  Treasurer (Principal
             Lawrence M. Turner                Accounting Officer)

                                               Director
- ---------------------------------------------
             Joseph A. Pichler


                                      II-17
   38



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

      /s/ PAUL W. HELDMAN                      Director, Vice President,
- ---------------------------------------------  and Secretary
             Paul W. Heldman

Richie's, Inc.

      /s/ ARTURO YE                            Director and President
- ---------------------------------------------  (Principal Executive
             Arturo Ye                         Officer)

      /s/ KEITH C. LARSON                      Director, Vice President,
- ---------------------------------------------  and Secretary (Principal
             Keith C. Larson                   Financial and Accounting
                                               Officer)

                                               Director
- ---------------------------------------------
             Paul W. Heldman

Quality Food Centers, Inc.
Quality Food, Inc.
Quality Food Holdings, Inc.
QFC Sub, Inc.
Second Story, Inc.

      /s/ DARRELL WEBB                         President and Chief
- ---------------------------------------------  Executive Officer
             Darrell Webb                      (Principal Executive
                                               Officer)

      /s/ ROBERT B. DIMOND                     Vice President and Chief
- ---------------------------------------------  Financial Officer
             Robert B. Dimond                  (Principal Financial
                                               Officer)

      /s/ LAWRENCE M. TURNER                   Vice President and
- ---------------------------------------------  Treasurer (Principal
             Lawrence M. Turner                Accounting Officer)

                                               Director
- ---------------------------------------------
             Joseph A. Pichler


                                      II-18
   39



                  SIGNATURE                              TITLE
                  ---------                              -----
                                                                     
      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

      /s/ PAUL W. HELDMAN                      Director, Vice President,
- ---------------------------------------------  and Secretary
             Paul W. Heldman

Food 4 Less Holdings, Inc.
Ralphs Grocery Company
Cala Co.
Bay Area Warehouse Stores, Inc.
Bell Markets, Inc.
Cala Foods, Inc.
Crawford Stores, Inc.
Food 4 Less of Southern California, Inc.
Alpha Beta Company
Food 4 Less GM, Inc.
Food 4 Less of California, Inc.
Food 4 Less Merchandising, Inc.

      /s/ SAMMY K. DUNCAN                      President (Principal
- ---------------------------------------------  Executive Officer)
             Sammy K. Duncan

      /s/ ROBERT B. DIMOND                     Vice President and Chief
- ---------------------------------------------  Financial Officer
             Robert B. Dimond                  (Principal Financial
                                               Officer)

      /s/ LAWRENCE M. TURNER                   Vice President and
- ---------------------------------------------  Treasurer (Principal
             Lawrence M. Turner                Accounting Officer)

                                               Director
- ---------------------------------------------
             Joseph A. Pichler

      /s/ DAVID B. DILLON                      Director
- ---------------------------------------------
             David B. Dillon

      /s/ PAUL W. HELDMAN                      Director, Vice President,
- ---------------------------------------------  and Secretary
             Paul W. Heldman

RJD Assurance, Inc.

      /s/ J. MICHAEL SCHLOTMAN                 President and Director
- ---------------------------------------------  (Principal Executive
             J. Michael Schlotman              Officer)


                                      II-19
   40



                  SIGNATURE                              TITLE
                  ---------                              -----

                                                                     
      /s/ DANNY L. MCDANIEL                    Controller and Director
- ---------------------------------------------  (Principal Accounting
             Danny L. McDaniel                 Officer)

      /s/ LAWRENCE M. TURNER                   Treasurer (Principal
- ---------------------------------------------  Financial Officer)
             Lawrence M. Turner

      /s/ BRUCE M. GACK                        Director
- ---------------------------------------------
             Bruce M. Gack

                                               Director
- ---------------------------------------------
             L. Thomas Aydt II

                                               Director
- ---------------------------------------------
             Alan D. Port


                                      II-20
   41

                                 EXHIBIT INDEX



EXHIBIT
NUMBER                           DOCUMENT DESCRIPTION
- -------                          --------------------
                                                                 
 1.1       --  Form of Underwriting Agreement. Incorporated by reference
               to Exhibit 1.1 of The Kroger Co.'s Registration Statement
               on Form S-3 (Registration No. 333-85727). ...............
  4.1      --  Amended Articles of Incorporation of The Kroger Co. are
               incorporated by reference to Exhibit 3.1 of The Kroger
               Co.'s Quarterly Report on Form 10-Q for the quarter ended
               October 3, 1998. The Kroger Co.'s Regulations are
               incorporated by reference to Exhibit 4.2 of The Kroger
               Co.'s Registration Statement on Form S-3 (Registration
               No. 33-57552) filed with the SEC on January 28, 1993. ...
  4.2      --  Rights Agreement, including form of Rights Certificate,
               incorporated by reference to The Kroger Co.'s
               Registration Statements on Form 8-A/A dated April 4, 1997
               and October 18, 1998.....................................
  4.3      --  Form of Senior Indenture (including form of securities).
               Incorporated by reference to Exhibit 4.3 to the
               Registrant's Registration Statement on Form S-3
               (Registration No. 333-74389). ...........................
 *4.4      --  Certificate of Designation of series of preferred
               shares. .................................................
 *4.5      --  Form of Deposit Agreement for depositary shares. ........
 *4.6      --  Form of Warrant Agreement, including form of warrant
               certificate. ............................................
  5.1      --  Opinion of Paul Heldman, Esq., including his consent. ...
 12.1      --  Computation of Ratio of Earnings to Fixed Charges. ......
 23.1      --  Consent of PricewaterhouseCoopers LLP. ..................
 23.2      --  Consent of Deloitte & Touche LLP. .......................
 23.3      --  Consent of Paul Heldman, Esq., included in Exhibit
               5.1. ....................................................
 24.1      --  Powers of Attorney. .....................................
 25.1      --  Form T-1 Statement of Eligibility and Qualification under
               the Trust Indenture Act of 1939. Incorporated by
               reference to Exhibit 25.1 to the Registrant's Current
               Report on Form 8-K dated April 30, 1999. ................


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

* To be filed as an Exhibit to a document to be incorporated by reference for
  the specific offering of securities, if any, to which it relates.

EX-5.1

   1
                                                                     Exhibit 5.1


                                 The Kroger Co.
                                1014 Vine Street
                            Cincinnati, OH 45202-1100

                                February 2, 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 $1,725,000,000 aggregate principal amount of debt securities, preferred
stock, depositary shares, common stock, and warrants (collectively, the
"Securities"). I have acted as counsel to the Company and the co-registrant
guarantors ("Co-Registrants") in connection with its preparation of a
Registration Statement relating to such issuance of the Securities and the
public sale thereof on Form S-3 filed by the Company and the Co-Registrants with
the Securities and Exchange Commission (the "Registration Statement") for the
registration of the Securities under the Securities Act of 1933, as amended (the
"Act"). I have examined the Registration Statement and the exhibits thereto; the
Amended Articles of Incorporation and Regulations of the Company and the
Co-Registrants; the corporate minutes of the proceedings of the directors and
shareholders of the Company and the Co-Registrants; and such other records and
documents as I have deemed necessary in order to express the opinions
hereinafter set forth.

Based upon the foregoing, I am of the opinion that, when the indenture (in the
case of debt securities) and the warrant agreement (in the case of warrants) has
been duly executed and delivered, and the Securities have been duly executed and
authenticated in accordance with the terms of the instruments under which they
are being issued, and issued and sold in accordance with the underwriting
agreement related thereto, the Securities will constitute the valid and binding
obligations of the Company.

The foregoing opinion is subject to applicable bankruptcy, insolvency, or other
laws affecting creditors' rights generally, as from time to time in effect, and
to general equity principles.
   2
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 under the
caption "Legal Opinions" therein. In giving such consent, I do not admit that
I am in the category of persons whose consent is required under Section 7 of
the Act.

                                Very truly yours,



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

EX-12.1

   1
EXHIBIT 12.1

Schedule of computation of ratio of earnings to fixed charges of The Kroger Co.
and consolidated subsidiary companies and unconsolidated companies as if
consolidated for the periods shown:




                                       Quarter Ended                                  Fiscal Year Ended
                                  ------------------------   -----------------------------------------------------------------------
                                   November 6,  October 3,   January 2,    December 27,   December 28,   December 30,   December 31,
                                     1999          1998         1999           1997           1996           1995           1994
                                  (12 weeks)    (16 weeks)   (53 weeks)     (52 weeks)     (52 weeks)     (52 weeks)     (52 weeks)
                                  ----------    ----------   ----------    ------------   ------------   ------------   ------------
                                                                    (In millions of dollars)
                                                                                                     
Earnings:
     Earnings before
       tax expense, and
       extraordinary loss........   $   240        $   255      $   871        $   954        $   701        $   591        $   473

     Fixed charges ..............       231            261        1,038            679            595            596            582
     Capitalized interest .......        (2)            (4)          (9)           (10)           (12)           (11)            (5)
                                    -------        -------      -------        -------        -------        -------        -------
                                    $   469        $   512      $ 1,900        $ 1,623        $ 1,284        $ 1,176        $ 1,050
                                    =======        =======      =======        =======        =======        =======        =======

Fixed charges:
     Interest ...................   $   149        $   173      $   654        $   397        $   361        $   369        $   356
     Portion of rental
         payments deemed
         to be interest .........        82             88          384            282            234            227            226
                                    -------        -------      -------        -------        -------        -------        -------
                                    $   231        $   261      $ 1,038        $   679        $   595        $   596        $   582
                                    =======        =======      =======        =======        =======        =======        =======

Ratio of earnings to
     fixed charges ..............       2.0            2.0          1.8            2.4            2.2            2.0            1.8

EX-23.1

   1


                                                                    Exhibit 23.1


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement of The Kroger Co. on Form S-3 of our report (which contains an
explanatory paragraph relating to the Company's change in its application of the
LIFO method of accounting for store inventories) dated January 28, 1999, on our
audits of the consolidated financial statements of The Kroger Co. as of January
2, 1999 and December 27, 1997, and for the years ended January 2, 1999, December
27, 1997, and December 28, 1996, which report is included in the Company's
Annual Report on Form 10-K for the fiscal year ended January 2, 1999, our report
dated April 30, 1999, on our audit of the financial statements of The Kroger Co.
as of and for the twenty-eight days ended January 30, 1999, which report is
included in the Company's Current Report on Form 8-K dated May 10, 1999, our
report (which contains an explanatory paragraph that describes a change in the
Company's application of the LIFO method of accounting for store inventories and
an explanatory paragraph that discloses that the supplemental financial
statements give retroactive effect to the merger of The Kroger Co. and Fred
Meyer, Inc. on May 27, 1999, which has been accounted for as a pooling of
interests), dated May 28, 1999 on our audit of the supplemental consolidated
financial statements of The Kroger Co. as of January 2, 1999 and December 27,
1997, and for the years ended January 2, 1999, December 27, 1997, and December
28, 1996, which report is included in the Company's Current Report on Form 8-K
dated May 28, 1999, our report (which contains an explanatory paragraph relating
to the Company's change in its application of the LIFO method of accounting for
store inventories) dated January 28, 1999, except for the Guarantor Subsidiaries
note, as to which the date is August 13, 1999, on our audits of the consolidated
financial statements of The Kroger Co. as of January 2, 1999 and December 27,
1997, and for the years ended January 2, 1999, December 27, 1997, and December
28, 1996, which report is included in the Company's Current Report on Form 8-K
dated August 20, 1999, and our report (which contains an explanatory paragraph
relating to the Company's change in its application of the LIFO method of
accounting for store inventories) dated May 28, 1999 on our audits of the
consolidated financial statements of The Kroger Co. as of January 2, 1999 and
December 27, 1997 and for the years ended January 2, 1999, December 27, 1997,
and December 28, 1996, which report is included in the Company's Current Report
on Form 8-K dated October 29, 1999. We also consent to the references to our
firm under the caption "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cincinnati, Ohio
February 2, 2000

EX-23.2

   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-3 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 Current Report
on Form 8-K dated May 28, 1999 of The Kroger Co., and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Portland, Oregon
February 1, 2000

EX-24.1

   1
                                                                    Exhibit 24.1

                                    POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned directors of THE KROGER
CO. (the "Company") hereby make, constitute and appoint Paul W. Heldman and
Bruce M. Gack, or either one of them, his or her true and lawful
attorneys-in-fact to sign and execute for and on his or her behalf, a
registration statement and any and all amendments thereto with respect to the
issuance and sale by the Company of up to $2,500,000,000 of Securities to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, in such form as they, or either of them, may approve and to
do any and all other acts which said attorneys-in-fact, or either one of them,
may deem necessary or desirable to enable The Kroger Co. to comply with said Act
and the rules and regulations thereunder in connection with such sale.

IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands and
seal, as of the 22nd day of April, 1999.





                                             
(John L. Clendenin)                             (James D. Woods)
- ------------------------                        -----------------------
John L. Clendenin                               James D. Woods

(Katherine D. Ortega)                           (Reuben V. Anderson)
- ------------------------                        -----------------------
Katherine D. Ortega                             Reuben V. Anderson

(T. Ballard Morton, Jr.)                        (Clyde R. Moore)
- ------------------------                        -----------------------
T. Ballard Morton, Jr.                          Clyde R. Moore

(Thomas H. O'Leary)                             (Martha R. Seger)
- ------------------------                        -----------------------
Thomas H. O'Leary                               Martha R. Seger

(John T. LaMacchia)                             (Bobby S. Shackouls)
- ------------------------                        -----------------------
John T. LaMacchia                               Bobby S. Shackouls

(Edward M. Liddy)                               (Joseph A. Pichler)
- ------------------------                        -----------------------
Edward M. Liddy                                 Joseph A. Pichler

                                                (David B. Dillon)
                                                -----------------------
                                                David B. Dillon

   2
                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer and director of
THE KROGER CO. (the "Company") hereby makes, constitutes and appoints Paul W.
Heldman and Bruce M. Gack, or either one of them, his true and lawful
attorneys-in-fact to sign and execute for and on his behalf, a registration
statement and any and all amendments thereto with respect to the issuance and
sale by the Company of up to $2,500,000,000 of Securities to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, in such form as they, or either of them, may approve and to do any and
all other acts which said attorneys-in-fact, or either one of them, may deem
necessary or desirable to enable The Kroger Co. to comply with said Act and the
rules and regulations thereunder in connection with such sale.

IN WITNESS WHEREOF, I have hereunto set my hand.





(Joseph A. Pichler)                                              April 26, 1999
- -------------------
Joseph A. Pichler
Chairman of the Board,
Chief Executive Officer and
Director
   3
                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer of THE KROGER
CO. (the "Company") hereby makes, constitutes and appoints Paul W. Heldman and
Bruce M. Gack, or either one of them, his true and lawful attorneys-in-fact to
sign and execute for and on his behalf, a registration statement and any and all
amendments thereto with respect to the issuance and sale by the Company of up to
$2,500,000,000 of Securities to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, in such form as
they, or either of them, may approve and to do any and all other acts which said
attorneys-in-fact, or either one of them, may deem necessary or desirable to
enable The Kroger Co. to comply with said Act and the rules and regulations
thereunder in connection with such sale.

IN WITNESS WHEREOF, I have hereunto set my hand.





(J. Michael Schlotman)                                          February 2, 2000
- ------------------------
J. Michael Schlotman
Group Vice President and
Chief Financial Officer
   4
                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned officer and director of
THE KROGER CO. (the "Company") hereby makes, constitutes and appoints Paul W.
Heldman and Bruce M. Gack, or either one of them, his true and lawful
attorneys-in-fact to sign and execute for and on his behalf, a registration
statement and any and all amendments thereto with respect to the issuance and
sale by the Company of up to $2,500,000,000 of Securities to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, in such form as they, or either of them, may approve and to do any and
all other acts which said attorneys-in-fact, or either one of them, may deem
necessary or desirable to enable The Kroger Co. to comply with said Act and the
rules and regulations thereunder in connection with such sale.

IN WITNESS WHEREOF, I have hereunto set my hand.





(David B. Dillon)                                                April 26, 1999
- ------------------------
David B. Dillon
President, Chief Operating Officer, and
Director
   5
                                   RESOLUTION


WHEREAS, The management of the Company has determined that it is advantageous to
the Company to purchase on the open market or to redeem or repay certain of its
outstanding indebtedness (the "Repurchased Debt");

WHEREAS, The amount of funds that can be expended for such Repurchased Debt is,
under certain circumstances, limited by the terms of the Indentures under its
publicly and privately issued debt (together the "Indentures"); and

WHEREAS, The Company is considering the issuance of debt, equity, and other
forms of securities (the "Securities") through private placement or through
public offering, and the use of the proceeds from the sale of the Securities to
purchase or redeem Repurchased Debt and for other general corporate purposes;
and

WHEREAS, At its regularly scheduled meeting held on December 3, 1998, this
Board authorized the issuance of up to $2,000,000,000 of Securities; and

WHEREAS, Management has determined that it may be in the best interests of the
Company to increase the amount of Securities that can be issued from
$2,000,000,000 to $2,500,000,000; now, therefore,

RESOLVED, That, subject to the limitations set forth in these resolutions and
the Indentures, the Company is authorized to issue, from time to time, up to
$2,500,000,000 of Securities to the public, or to one or more institutional
investors, to be used to repay or refinance existing debt of the Company; and
further

RESOLVED, That as long as the proposed merger with Fred Meyer has been
consummated, debt Securities bearing an interest rate of not more than 8 percent
per annum may be issued by the Company and the determination of all terms and
conditions of the debt Securities is delegated to a Management Committee made up
of Joseph A. Pichler, David B. Dillon, W. Rodney McMullen, and Lawrence M.
Turner, any three of whom can act for the Management Committee; and further

RESOLVED, That Securities not issued under the immediately preceding resolution
may be issued on terms and conditions as determined by a committee of this Board
of Directors (the "Securities Committee") appointed in the next following
resolution; and further

RESOLVED, That in connection with the proposed public offering or private
placement of the Securities or the proposed debt repurchase program, the members
of the Financial Policy Committee are hereby appointed as the Securities
Committee, and that any three of them, at least two of whom have not served as
employees of the Company or its subsidiaries, are empowered to act as and for
the Securities Committee; and that the Securities Committee has all the
authority to act as and for the Board of Directors in the determination of
whether to issue the Securities, and, if issued, whether to offer the Securities
through a public offering or through private transactions, and whether to
purchase the Repurchased Debt; and further

RESOLVED, That the Management Committee or the Securities Committee, as the case
may be, may designate one or more persons, who may or may not be a member of the

                                        1
   6
Committee, to act as and for the Committee in any capacity as the Committee may
direct; and further

RESOLVED, That the Management Committee or the Securities Committee, as the case
may be, may, at any time prior to December 31, 2001, authorize one or more
issuances and sales of the Securities by the Company and authorize one or more
purchases of Repurchased Debt for so long as, or at such times as, economically
advantageous to the Company, and, in connection with any such authorization,
issue, determine, approve, or appoint, as the case may be:

(a)    the type of Security or Securities and title or titles thereof;

(b)    the aggregate principal amount, not to exceed $2,500,000,000, the
       denominations, and terms, of the Securities;

(c)    the price at which the Securities are to be sold (which may be issued at
       an "original issue discount" within the meaning of the Internal Revenue
       Code of 1986, as amended), and the interest rate or rates, if any, to be
       established for the Securities, which rate or rates may vary from time to
       time;

(d)    the issuance of the Securities in any foreign currency or European
       currency units and if European currency units are issued, the currency or
       currencies in which interest is payable;

(e)    the maturity or maturities; and, furthermore, the Securities Committee is
       authorized to determine that any issue of Securities may be of varying
       maturities and amounts;


(f)    the sinking fund, if any, and related redemption prices of the
       Securities;

(g)    the optional redemption rights, if any, of the Company and of the holders
       of the Securities, and related redemption prices and any limitations on
       such redemption;


(h)    the restrictive covenants, if any, to be imposed upon the Company
       relating to any of the Securities;

(i)    the form of Registration Statement on Form S-3, or such other form as the
       Securities Committee determines (the "Registration Statement"), for the
       purpose of registering the Securities, if so required, under the
       Securities Act of 1933, as amended, and any amendments thereto;

(j)    the amount of Repurchased Debt to be purchased or redeemed by the
       Company;

                                        2
   7
(k)    the price at which any Repurchased Debt is to be purchased, if purchased;

(l)    any underwriting, standby, or similar agreement between the Company and
       an underwriter or underwriters;

(m)    the use, form, execution, and delivery of the Securities, indentures,
       note agreement, loan agreement, distribution agreement, reimbursement
       agreement, warrant agreement, notes, or any other contracts or
       agreements, including listing applications, as the Securities Committee
       deems necessary or appropriate;

(n)    any transfer, authenticating, placement, exchange, distribution, or
       paying agent, or registrar, trustee or underwriter, or any other person
       or entity to act in connection with the Securities or the Repurchased
       Debt; including the selection of a financial institution or institutions,
       whether foreign or domestic, to advise the Company;

(o)    whether the issuance of the Securities or the purchase or redemption of
       Repurchased Debt is permitted under the terms of the Indentures; and

(p)    any other terms, conditions, and provisions as the Securities Committee
       deems necessary or appropriate; and further

RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized, in the name and on behalf of the Company, to execute the
Registration Statement with such changes therein as the officer executing the
same may approve, such execution to be conclusive evidence of such approval, and
to execute any and all amendments thereto as deemed necessary or desirable; and
further

RESOLVED, That upon the execution of the Registration Statement or any
amendments thereto, including post-effective amendments, by directors and
officers of the Company, as required by law, either in person or by a duly
authorized attorney or attorneys, the elected officers of the Company be, and
each of them hereby is, authorized to cause the Registration Statement and any
amendments thereto to be filed with the Securities and Exchange Commission (the
"Commission") and to execute and file all such instruments, make all such
payments, and to do such other acts and things as, in their opinion or in the
opinion of any of them, may be necessary or desirable in order to effect such
filing, to cause the Registration Statement to become effective, and to maintain
the Registration Statement in effect for as long as they deem it to be in the
best interests of the Company; and further

RESOLVED, That Paul W. Heldman and Bruce M. Gack, or either one of them, be, and
each of them hereby is, made, constituted, and appointed the true and lawful
attorneys-in-fact, with authority to sign and execute on behalf of this Company,
and on behalf of the directors and officers thereof in their official
capacities, the Registration Statement and any and all amendments thereto, which
either of them, in their discretion, deem necessary or advisable to be filed
with the Commission; and further

                                        3
   8
RESOLVED, That Paul W. Heldman, Senior Vice President, Secretary and General
Counsel of the 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, with authority to receive notices and communications
with respect to such Registration Statement and with all powers consequent upon
such designation under the rules and regulations of the Commission; and further

RESOLVED, That, subject to the limitations set forth in these resolutions, the
Management Committee or the Securities Committee, as the case may be, may
approve the form of the Securities; that the elected officers of the Company be,
and each of them hereby is, authorized to execute, in the name and on behalf of
the Company, the Securities; that the signature of each of such officers on the
Securities may be manual or by facsimile; that Securities bearing the manual or
facsimile signatures of individuals who were at any time the elected officers of
the Company will bind the Company notwithstanding that such individuals or any
of them cease to hold such offices; that the elected officers of the Company be,
and each of them hereby is, authorized to deliver or cause to be delivered the
Securities for authentication and delivery in the principal amount thereof as
shall have been determined by the Board or a Committee; and further

RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized and directed, if such officer or officers deems it necessary in
connection with the offering of any of the Securities, to appoint a withholding
agent and attorney for the Company for the purpose of withholding any and all
taxes required to be withheld by the Company, under any Federal or other laws or
regulations from time to time in effect, from the interest paid from time to
time on the Securities, and to authorize and direct such agent to make any and
all payments and reports and to file any and all returns and accompanying
certificates with any governmental authority which such agent may be permitted
or required to make or file as such agent under such laws or regulations; and
further

RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to take any and all
action which they deem necessary or advisable to effect the registration or
qualification (or exemptions therefrom) of the Securities for issue, offer,
sale, or trade under the Blue Sky or securities laws of any State of the United
States of America, any Province of Canada, or of any other country 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 the
Securities for as long as they may deem necessary or as required by law; and
further

RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to execute and file an
application or applications for the listing of the Securities on the New York
Stock Exchange, to appear

                                        4
   9
before officials of the New York Stock Exchange and to take any and all action,
and prepare, execute, and file any and all other applications and agreements,
including an indemnity agreement relating to the use of facsimile signatures in
the execution of the Securities, necessary, incidental, or convenient to
effectuate such listing; and further

RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized in the name and on behalf of this Company to execute and cause to
be filed with the Commission and the New York Stock Exchange an application on
Form 8-A, or such other form as may be required for the purpose of registering
the Securities on a national securities exchange, pursuant to the Securities
Exchange Act of 1934; and further

RESOLVED, That the elected officers of the Company be, and each of them hereby
is, authorized and directed to advise the Company's senior lenders and the
trustees under the Indentures of the issuance of Securities or the purchase or
redemption of Repurchased Debt, as any such officer deems necessary or
appropriate; and further

RESOLVED, That the Management Committee or the Securities Committee, as the case
may be, and each of the elected officers of the Company be, and each of them
hereby is, authorized and directed to do and perform, or cause to be done and
performed, all such acts, deeds, and things and to make, execute, and deliver,
or cause to be made, executed, and delivered, all such agreements, undertakings,
documents, instruments, or certificates, in the name and on behalf of the
Company or otherwise, including, without limitation, indentures, loan
agreements, underwriting, placement, exchange or agency agreements, and trust
agreements, all as the applicable Committee or any of the elected officers deem
necessary or appropriate to effect the purposes and intent of the foregoing
resolutions.

                                        5