Pricing Supplement No. 3                     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: January 14, 1994


                              THE KROGER CO.

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


Aggregate Principal Amount:  $1,767,000.00

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:  6.000%

         Interest Reset Period(s):  Quarterly

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

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

         Spread, If Any:  225 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:  December 15, 2000

Purchase Price:  97.650% of Principal Amount

Issue Date:  January 21, 1994

Optional Redemption by the Company:

     Initial Optional Redemption Date:  12/15/96

     Redemption Price(s):               12/15/96 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.           398,000.00
J. W. Korth & Company                     1,369,000.00
                                        --------------
     Total                              $ 1,767,000.00
                                        ==============


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

Prices to Public:                   100.00%        $1,767,000.00

Underwriter's Discount
  or Commission                      2.350%          $41,524.50

Maximum Dealer's Discount or
  Selling Concession:                1.750%          $30,922.50

Proceeds to The Kroger Co.:         97.650%       $1,725,475.50


CUSIP Number:  50104R-AC-4


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