8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:  May 8, 2008

(Date of earliest event reported)

THE KROGER CO.

(Exact name of registrant as specified in its charter)

An Ohio Corporation	No. 1-303	31-0345740
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Number)

1014 Vine Street

Cincinnati, OH  45202

(Address of principal executive offices)

Registrant’s telephone number:  (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01 Other Events

On September 20, 2007, the Board of Directors of The Kroger Co. (the “Registrant”) authorized the registration and sale of up to $2,000,000,000 of securities.  On December 20, 2007, the Registrant filed a registration statement on Form S-3 with the Securities and Exchange Commission (File No. 333-148216) (the “Registration Statement”) and subsequently issued securities in the aggregate amount of $1,525,000,000.  On May 8, 2008, the Board of Directors of the Registrant authorized the registration and sale of an additional $1,525,000,000.  Accordingly, the Registrant is filing this Current Report for the purpose of incorporating by reference additional exhibits to the Registration Statement.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report.

5.2Opinion of Paul Heldman, Esq., including his consent

23.3Consent of Paul Heldman, Esq., included in Exhibit 5.2

24.2Resolutions of Board of Directors of Registrant, adopted May 8, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE KROGER CO.
August 18, 2008	By:	/s/ Paul Heldman
		Paul Heldman
		Executive Vice President, Secretary and General Counsel

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EXHIBIT INDEX

Exhibit  No.	Exhibit
5.2	Opinion of Paul Heldman, Esq., including his consent
23.3	Consent of Paul Heldman, Esq., included in Exhibit 5.2
24.2	Resolution of Board of Directors of Registrant, adopted May 8, 2008

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EX-5.2

Exhibit 5.2

The Kroger Co.

1014 Vine Street

Cincinnati, OH 45202-1100

August 18, 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 debt securities, preferred stock, depositary shares, common stock, and warrants (collectively, the “Securities”). I have acted as counsel to the Company 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 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; the corporate minutes of the proceedings of the directors and shareholders of the Company; 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.

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,

/s/ Paul W. Heldman

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

EX-24.2

Exhibit 24.2

RESOLUTION

WHEREAS, The Board, at its regularly scheduled meeting held on September 20, 2007, authorized the registration and sale of up to $2,000,000,000 of securities (the “Prior Authority”); and

WHEREAS, The Company has issued under the Prior Authority securities in an aggregate amount of $1,525,000,000, and $475,000,000 remains unissued under that authority; and

WHEREAS, The Board desires to authorize the registration and sale of an additional $1,525,000,000, on the same terms and conditions as set forth in the Prior Authorization; now, therefore,

RESOLVED, That the Prior Authority is revised to permit the Company to issue up to $2,000,000,000 in securities from and after the date of this meeting; and further

RESOLVED, That except as modified hereby, the Prior Authority remains in full force and effect.