S-8

As filed with the Securities and Exchange
Commission on July 29, 2008

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE KROGER CO.

(Exact name of registrant as specified in its charter)

Ohio	31-0345740
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1014 Vine Street, Cincinnati, Ohio	45202
(Address of Principal Executive Offices)	(Zip Code)

Dillon Companies, Inc. Employees’ Profit Sharing Plan

(Full title of Plan)

Paul W. Heldman

Executive Vice President, Secretary and General Counsel

The Kroger Co.

1014 Vine Street

Cincinnati, Ohio  45202

(Name and address of agent for service)

(513) 762-4000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x	Accelerated filer  o
Non-accelerated filer  o (Do not check if smaller reporting company)	Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

		Proposed		Proposed
		Maximum		Maximum
Title Of	Amount	Offering		Aggregate		Amount of
Securities To	To be	Price		Offering		Registration
Be Registered	Registered	Per Share(1)		Price(1)		Fee
Common Stock $1 Par Value	5,000,000 shares	$	28.505	$	142,525,000	$	5,601.23

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Securities Act Rule 457(c), on the basis of the average of the high and low sale prices of the Registrant’s Common Stock on the New York Stock Exchange on July 23, 2008, which date is within 5 business days prior to the date of the filing of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The Registrant is registering additional securities under the Plan covered hereby for which a Registration Statement on Form S-8, bearing Registration No. 333-106802, currently is effective, and therefore, pursuant to General Instruction E. of Form S-8, the Registrant elects to incorporate by reference the contents of such Registration Statement which constitute information required in the Registration Statement.

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SIGNATURES

The Registrant.  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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on July 29, 2008.

THE KROGER CO.
By	(* David B. Dillon)
David B. Dillon,
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, on July 29, 2008.

Signature	Title
(*David B. Dillon)	Chairman of the Board, Chief Executive Officer and Director
David B. Dillon	(principal executive officer)
(*J. Michael Schlotman)	Chief Financial Officer
J. Michael Schlotman	(principal financial officer)
(*M. Elizabeth Van Oflen)	Vice President & Corporate Controller
M. Elizabeth Van Oflen	(principal accounting officer)
(*Reuben V. Anderson)	Director
Reuben V. Anderson
(*Robert D. Beyer)	Director
Robert D. Beyer
(*Susan J. Kropf)	Director
Susan J. Kropf
(*John T. LaMacchia)	Director
John T. LaMacchia
(*David B. Lewis)	Director
David B. Lewis
(*Don W. McGeorge)	President, Chief Operating Officer, and Director
Don W. McGeorge
(*W. Rodney McMullen)	Vice Chairman and Director
W. Rodney McMullen

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(*Jorge P. Montoya)		Director
Jorge P. Montoya
(*Clyde R. Moore)		Director
Clyde R. Moore
(*Susan M. Phillips)		Director
Susan M. Phillips
(*Steven R. Rogel)		Director
Steven R. Rogel
(*James A. Runde)		Director
James A. Runde
(*Ronald L. Sargent)		Director
Ronald L. Sargent
(*Bobby S. Shackouls)		Director
Bobby S. Shackouls
By:	(*Bruce M. Gack)
	Bruce M. Gack
	Attorney-in-fact

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	INDEX OF EXHIBITS
Exhibit 5.1	Opinion of Paul W. Heldman, Esquire, including his consent. Filed herewith.
Exhibit 5.2	IRS Determination Letter. Filed herewith.
Exhibit 23.1	Consent of PricewaterhouseCoopers LLP, Independent Accountants. Filed herewith.
Exhibit 23.2	Consent of Clark, Schaefer, Hackett & Co., Independent Accountants. Filed herewith.
Exhibit 23.3	Consent of Paul W. Heldman, Esquire. Contained in the opinion filed as Exhibit 5.1 hereto.
Exhibit 24	Powers of Attorney of certain officers and directors of Kroger. Filed herewith.

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EX-5.1

Exhibit 5.1

THE KROGER CO.

1014 Vine Street

Cincinnati, OH  45202

Paul W. Heldman

Executive Vice President, Secretary

and General Counsel

July 29, 2008

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 5,000,000 shares of its Common Stock (the “Securities”) pursuant to the Dillon Companies, Inc. Employees’ Profit Sharing Plan (the “Plan”).  I have acted as counsel to the Company in connection with its preparation of a Registration Statement relating to such issuance on Form S-8 to be filed by the Company with the Securities and Exchange Commission for the registration of the Securities under the Securities Act of 1933, as amended.  I have examined the above-mentioned documents, the Amended Articles of Incorporation and Regulations of the Company, the corporate minutes of the proceedings of the directors and shareholders of the Company, and such other records and documents of the Company as I have deemed necessary in order to express the opinions hereinafter set forth.

Based upon the foregoing, and assuming compliance with applicable federal and state securities laws, I am of the opinion that:

(i) when the Securities are issued pursuant to the Plan, they will be duly authorized, validly issued and outstanding, fully paid and non-assessable;

(ii) certain plan amendments since January 12, 2005, as of which date a Determination Letter was issued by the Internal Revenue Service regarding the Plan, comply with the technical provisions of the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ERISA”) and the Internal Revenue Code of 1986, as amended (hereinafter the “Code”) pertaining to the Plan, although it should be noted that whether any plan qualifies under the Code is a question based upon factual considerations prevailing at any given time.  While this opinion is not binding upon any governmental agency, I believe the Internal Revenue Service would act favorably upon submission of the Plan with a request for a determination letter to the same effect as this opinion.  I note that the Internal Revenue Service may require that modifications be made to the Plan.  The Company, however, has expressly reserved the right in the Plan to make such modifications to the Plan as are required to obtain receipt of a favorable determination letter from the Internal Revenue Service.

This opinion is based upon the Plan as it is now designed and drafted and upon the provisions of ERISA, the Code, governmental regulations and judicial authorities in effect as at the date of this opinion letter, any of which may change in the future with retroactive effect.

I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement as having passed upon the legality of the Securities on behalf of the Company.

Very truly yours,

(Paul Heldman)

PAUL HELDMAN

EX-5.2

Exhibit 5.2

INTERNAL REVENUE SERVICE	DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201

RECEIVED

JAN 25 2005

KROGER LAW DEPT,

Date: JAN 12 2005	Employer Identification Number
	48-1038962
DILLON COMPANIES INC	DLN:
1014 VINE STREET	17007276010023
CINCINNATI, OH 45202	Person to Contact:
	CHRISTINE CIPOLLONE           ID# 11075
	Contact Telephone Number:
	(877) 829-5500
	Plan Name:
	DILLON COMPANIES INC PROFIT SHARING PLAN
	Plan Number: 001

Dear Applicant:

We have made a favorable determination on the plan identified above based on the information you have supplied. Please keep this letter, the application forms submitted to request this letter and all correspondence with the Internal Revenue Service regarding your application for a determination letter in your permanent records. You must retain this information to preserve your reliance on this letter.

Continued qualification of the plan under its present form will depend on its effect in operation. See section 1.401-1(b)(3) of the Income Tax Regulations. We will review the status of the plan in operation periodically.

The enclosed Publication 794 explains the significance and the scope of this favorable determination letter based on the determination requests selected on your application forms. Publication 794 describes the information that must be retained to have reliance on this favorable determination letter. The publication also provide examples of the effect of a plan’s operation on its qualified status and discusses the reporting requirements for qualified plans. Please read Publication 794.

This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes.

This determination is subject to your adoption of the proposed amendments submitted in your letter dated December 17, 2004. The proposed amendments should be adopted on or before the date. prescribed by the regulations under Code section 401(b).

This determination letter is applicable for the amendment(s) executed on September 29, 2003.

This letter may not be relied on with respect to whether the plan satisfies the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

Letter 835 (DO/CG)

The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card.

The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representative as indicated in the power of attorney.

If you have questions concerning this matter, please contact the person whose name and telephone number are shown above.

Sincerely yours,

/s/ Paul T. Shultz

Paul T. Shultz

Director,

Employee Plans Determinations Redesign

Enclosures:

Publication 794

Addendum

2

This determination letter acknowledges receipt of the provisions intended to satisfy the requirements of section 401(a) of the Code, as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001, Pub. L. 107-16.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 1, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which is included in The Kroger Co.’s Annual Report on Form 10-K for the fiscal year ended February 2, 2008.

/s/ PricewaterhouseCoopers LLP

Cincinnati, Ohio

July 29, 2008

EX-23.2

Exhibit 23.2

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 26, 2008 relating to the financial statements which appear in the Annual Report of Dillon Companies, Inc. Employees’ Profit Sharing Plan on Form 11-K for the years ended December 31, 2007 and 2006.

/s/ Clark, Schaefer, Hackett & Co.

Cincinnati, Ohio

July 29, 2008

EX-24

Exhibit 24

RESOLUTION

WHEREAS, Shares of common stock of the Company may be issued under The Kroger Co. Savings Plan (the “Savings Plan”); The Dillon Companies, Inc. Employees’ Profit Sharing Plan (the “Dillon Plan”); and The Kroger Co. 401(k) Savings Plan for Bargaining Unit Associates (the “Bargaining Unit Plan,” and together with the Savings Plan and the Dillon Plan, collectively referred to as the “Plans”); and

WHEREAS, The Company desires to register additional shares of common stock under the Plans, and an indeterminate amount of plan interests associated therewith under the Savings Plan and Bargaining Unit Plan; now, therefore,

RESOLVED, That the officers of the Company be, and they hereby are, authorized to execute one or more Registration Statements for the Plans on behalf of the Company on Form S-8 (the “Registration Statement”), for the purpose of registering up to 25,000,000 additional shares, and accompanying plan interests under the Savings Plan; up to 5,000,000 additional shares under the Dillon Plan; and up to 500,000 additional shares, and accompanying plan interests under the Bargaining Unit Plan, and to file the same with the Securities and Exchange Commission in the form the officers executing the same approve, the approval of any such officer to be conclusively evidenced by execution and delivery thereof; and further

RESOLVED, That the officers of the Company be, and they hereby are, authorized from time to time to execute in the name and on behalf of the Company, such further amendment or amendments to the Registration Statement, as they shall deem desirable, including amendments to increase the number of shares and accompanying plan interests, if applicable, to procure all other necessary signatures thereto and to file such amendment or amendments, when so signed, with the Securities and Exchange Commission; and further

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

RESOLVED, That Paul Heldman, Executive Vice President, Secretary and General Counsel of this Company, whose address is 1014 Vine Street, Cincinnati, Ohio, be and he hereby is designated as the Agent for Service to be named in the Registration Statement, and authorized to receive notices and communications, with respect to the registration under the Securities Act of 1933, as amended, of the proposed issues of the aforesaid shares of Common Stock and the plan interests, if applicable, with all powers consequent upon such designation under the rules and regulations of the Securities and Exchange Commission; and further

RESOLVED, That the officers of the Company be, and they hereby are, authorized to list the shares of Common Stock subject to the Plans with the New York Stock Exchange and to take any and all actions, and prepare, execute, and file any and all applications, documents, reports, exhibits, agreements, and other papers, including an indemnity agreement relating to the use of facsimile signatures in the execution of any certificates evidencing the aforesaid shares of Common Stock, necessary, incidental or convenient to effectuate such listing; and further

RESOLVED, That the officers of the Company be, and they hereby are, authorized and directed, in the name and on behalf of the Company, to take any and all action which they deem necessary or advisable to register or qualify the aforesaid shares of Common Stock for issue, offer, sale or trade under the Blue Sky or securities

laws of any State of the United States or Province of Canada and in connection therewith to sign, execute, acknowledge, verify, deliver, file and publish all such applications, issuer’s covenants, consents to service of process, resolutions and other papers and documents as may be required under such laws, and to take any and all further action which they deem necessary or advisable in order to maintain such registration or qualification of such shares of Common Stock for as long as they may deem necessary or as required by law; and further

RESOLVED, That the officers of the Company be, and they hereby are, authorized and directed in the name and on behalf of the Company to do or cause to be done all such further acts and things, to prepare, execute and deliver and, where necessary or appropriate, file with the appropriate governmental authorities, all such certificates, contracts, agreements, registration statements, documents, applications, instruments, or other papers, as in their judgment, or in the judgment of any of them shall be necessary or appropriate to carry out, comply with and effectuate the purposes and intents of the foregoing resolutions and the various transactions contemplated thereby, including such changes to or restatements of the prospectuses for the Plans as may be necessary or desirable in the judgment of the officers, upon advice of counsel.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors of The Kroger Co. (the “Company”) hereby constitute and appoint Paul W. Heldman and Bruce M. Gack and each of them (with full power to each of them to act alone) his or her true and lawful attorneys-in-fact to sign and agent for him or her and on his or her behalf and in his or her name, place and stead, to sign, execute and affix his or her seal thereto and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any of the documents referred to below relating to the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form of such number of shares of Common Stock of the Company as the Company may determine to include in the registration statement or any amendment thereto, with respect to the selling of any such stock to employees of the Company or its subsidiaries pursuant to the Dillon Companies, Inc. Employees’ Profit Sharing Plan: (a) a registration statement under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto; and (b) any and all amendments thereto that may be filed from time to time by the Company with all exhibits and any and all documents required to be filed with respect thereto; granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands as of the 3^rd day of July 2008.

/s/     Reuben V. Anderson	/s/     Jorge P. Montoya
Reuben V. Anderson	Jorge P. Montoya
/s/     Robert D. Beyer	/s/     Clyde R. Moore
Robert D. Beyer	Clyde R. Moore
/s/     David B. Dillon	/s/     Susan M. Phillips
David B. Dillon	Susan M. Phillips
/s/     Susan J. Kropf	/s/     Steven R. Rogel
Susan J. Kropf	Steven R. Rogel
/s/     John T. LaMacchia	/s/     James A. Runde
John T. LaMacchia	James A. Runde
/s/     David B. Lewis	/s/     Ronald L. Sargent
David B. Lewis	Ronald L. Sargent
/s/     Don W. McGeorge	/s/     Bobby S. Shackouls
Don W. McGeorge	Bobby S. Shackouls
/s/     W. Rodney McMullen
W. Rodney McMullen

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer and director of The Kroger Co. (the “Company”) hereby constitutes and appoints Paul W. Heldman and Bruce M. Gack and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent for him and on his behalf and in his name, place and stead, to sign, execute and affix his seal thereto and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any of the documents referred to below relating to the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form of such number of shares of Common Stock of the Company as the Company may determine to include in the registration statement or any amendment thereto with respect to the selling of any such stock to employees of the Company or its subsidiaries pursuant to the Dillon Companies, Inc. Employees’ Profit Sharing Plan: (a) a registration statement under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto; and (b) any and all amendments thereto that may be filed from time to time by the Company with all exhibits and any and all documents required to be filed with respect thereto; granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand, as of the 26^th day of June 2008.

     /s/ David B. Dillon

David B. Dillon

Chairman, Chief Executive Officer

and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer of The Kroger Co. (the “Company”) hereby constitutes and appoints Paul W. Heldman and Bruce M. Gack and each of them (with full power to each of them to act alone) his true and lawful attorney-in-fact and agent for him and on his behalf and in his name, place and stead, to sign, execute and affix his seal thereto and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any of the documents referred to below relating to the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form of such number of shares of Common Stock of the Company as the Company may determine to include in the registration statement or any amendment thereto with respect to the selling of any such stock to employees of the Company or its subsidiaries pursuant to Dillon Companies, Inc. Employees’ Profit Sharing Plan: (a) a registration statement under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto; and (b) any and all amendments thereto that may be filed from time to time by the Company with all exhibits and any and all documents required to be filed with respect thereto; granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand, as of the 26^th day of June 2008.

     /s/ J Michael Schlotman

J. Michael Schlotman

Senior Vice President &

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer of The Kroger Co. (the “Company”) hereby constitutes and appoints Paul W. Heldman and Bruce M. Gack and each of them (with full power to each of them to act alone) her true and lawful attorney-in-fact and agent for her and on her behalf and in her name, place and stead, to sign, execute and affix her seal thereto and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) any of the documents referred to below relating to the registration under the Securities Act of 1933, as amended, on Form S-8 or other appropriate form of such number of shares of Common Stock of the Company as the Company may determine to include in the registration statement or any amendment thereto with respect to the selling of any such stock to employees of the Company or its subsidiaries pursuant to Dillon Companies, Inc. Employees’ Profit Sharing Plan: (a) a registration statement under the Securities Act of 1933, as amended, with all exhibits and any and all documents required to be filed with respect thereto; and (b) any and all amendments thereto that may be filed from time to time by the Company with all exhibits and any and all documents required to be filed with respect thereto; granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand, as of the 26^th day of June 2008.

     /s/ M. Elizabeth Van Oflen

M. Elizabeth Van Oflen

Vice President, Controller and

  Principal Accounting Officer