Pricing Supplement No. 64               Filed Pursuant to
(To Prospectus dated July 6, 1993       Rule 424(b)(5)
and Prospectus Supplement dated         File No. 33-64192
October 15, 1993)
                                        Dated: July 1, 1994

                              THE KROGER CO.

                     General Term Notes (R), Series B
            Due from Nine Months to 25 Years from Date of Issue


Aggregate Principal Amount:  $100,000.00

Fixed or Variable Rate:  Variable

Interest Rate:

     If Fixed Rate Note:

         Interest Rate:  N/A

         Interest Payment Date(s) (Monthly or Otherwise):  N/A

     If Variable Rate Note:

         Base Rate:  Treasury Constant Maturity 1-year as
         published in the Federal Reserve Statistical Release
         H.15(519) most immediately preceding the applicable
         Interest Reset Date

         Initial Interest Rate:  7.370%

         Interest Reset Period(s):  Quarterly

         Interest Payment Date(s) (Monthly or Otherwise): 
         Quarterly on 03/15, 06/15, 09/15 and 12/15, Beginning
         09/15/94

         Interest Reset Date(s):  Third Wednesday of each of
         March, June, September and December

         Spread, If Any:  Plus 200 Basis Points (subject to the
         applicable Minimum Interest Rate and Maximum Interest
         Rate)


         Maximum Interest Rate, If Any:  10.000%

         Minimum Interest Rate, If Any:  6.000%

Stated Maturity Date:  June 15, 2001

Purchase Price:  97.650% of Principal Amount

Issue Date:  July 8, 1994

Optional Redemption by the Company:

     Initial Optional Redemption Date:   06/15/97

     Redemption Price(s):                06/15/97 and
                                         thereafter - 100%

     Applicable Premium(s), if any:      None

Under the Credit Agreement, the Senior Lenders' consent may be
required prior to any optional redemption of the Notes.  See
"DESCRIPTION OF THE CREDIT AGREEMENT-Certain Covenants-Prepayment
of Other Debt" in the Prospectus.

                                        Principal Amount
                                            of Notes
     Agent                              to be Purchased
     -----                              ----------------

Kemper Securities, Inc.                 $         0.00
J.J.B. Hilliard, W.L. Lyons, Inc.            18,000.00
J. W. Korth & Company                        82,000.00
                                        --------------
     Total                              $   100,000.00
                                        ==============

                                   Per Note       Total
                                   --------       -----

Prices to Public:                   100.00%      $100,000.00

Underwriter's Discount
  or Commission                       2.35%        $2,350.00

Maximum Dealer's Discount or
  Selling Concession:                 1.75%        $1,750.00

Proceeds to The Kroger Co.:          97.65%       $97,650.00


CUSIP Number:  50104R-CS-7


Terms defined in the Prospectus and the Prospectus Supplement are
used in this Pricing Supplement as so defined.


(R) Registered service mark of J. W. Korth & Company